This Preliminary Offering Memorandum and the information contained herein are subject to completion, amendment or other change without any notice. Under no circumstances shall this Preliminary Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. delivery toDTCinNew York,New Yorkoritscustodial agentonoraboutApril__,2018. counsel describedhereinunder the caption“ by matters legal certain of approval the to and notice, without offer the of modification or withdrawal sale, prior to Memorandum toobtaininformationessential makinganinformedinvestmentdecision. summary ofthesecurityforortermsBonds. InvestorsareadvisedtoreadtheentireOffering interest ontheBondswhendue. and any, if premium, and of principal pay to sufficient amounts in be to required are Obligation 2018A Series the on Bonds, theCorporationwillbeonlyObligatedGroupMembercreatedunderMasterIndenture.Payments under andpursuanttothetermsofMasterIndenture,asdescribedherein.Asdateissuance ofthe by theIndianaUniversityHealth,Inc.MasterNoteObligation,Series2018A(the“Obligation ”) issued † * April __,2018 B N their statedmaturityasdescribedherein.See“

fully describedin“ more as Bonds, the of Owners Beneficial the to disbursement subsequent for Participants DTC the to interest and Bonds will be payable by wire transfer to DTC, which in turn is required to remit such principal or Redemption Price the on interest and of herein) defined (as Price Redemption or principal the DTC, by held are Bonds the as long So intheIndenture) asdescribed circumstances representing theirownershipinterestsintheBondspurchased. certain under (except certificates physical receive not will Bonds be will purchases made inbook‑entryformonly,principalamountsof$1,000andanyintegralmultiplethereof.Purchasers ofthe Individual Company, Bonds. Trust the for Depository depository securities The as of act will nominee DTC as (“DTC”). Co., New York New York, Cede & of name the in registered be will issued, when and, swap agreements,and(iv)payingexpensesincurredinconnectionwiththeissuanceofBonds. rate interest existing ofthe Corporation’s debt the of certain to outstanding related certain payments termination refinancing the financing (ii) (iii) Corporation, affiliates, its and Corporation the of financing purposes (i) corporate for general Corporation the by used be will Bonds the of proceeds The bond trustee(the“Bond Trustee”). Indiana UniversityHealth,Inc.(the“Corporation”)andTheBankofNewYorkMellonTrustCompany,N.A.,as issued pursuanttothetermsofaTrustIndenture,datedasApril1,2018(the“Indenture”),byandbetween Dated: DateofDelivery local incometaxpurposes.See“

 ook the Bonds. No assurancecan begiventhattheCUSIPnumber fortheBondswillremain thesameafterdateofissuance anddeliveryof a Bureau, The Service Obligated Group Members,theBondTrustee andtheUnderwritersassume noresponsibilityfortheaccuracy ofsuchnumbers. only. CUSIP reference and convenience Poor’s for provided & are numbers CUSIP Standard business. by LLC Services provided Financial Poor’s & are Standard numbers CUSIP Association. Bankers American Copyright, Preliminary, subjecttochange. ew I ‑E The Bondsareofferedwhen,asandif,issuedbythe CorporationandreceivedbytheUnderwriters,subject This cover page contains certain information for quick reference only. It is not intended to be a The obligation of theCorporation to make payments to the Bond Trusteeunder the Indentureis evidenced The Bondsare subject topurchase in lieu ofredemptionand optional redemptioninwholeor in partpriorto Interest ontheBondswillbepayableMay1andNovemberofeachyear,commencing1,2018. The Bondswillbeissuedinfullyregisteredformdenominationsof$1,000andanyintegralmultiplethereof The IndianaUniversityHealth,Inc.ObligatedGroupTaxableBonds,Series2018A(the“Bonds”)willbe Interest onandgain,ifany,thesaleofBondsarenotexcludablefromgrossincomeforfederal,state or ssue ntry

_____% S O nly

INDIANA UNIVERSITY HEALTH, INC. OBLIGATED GROUP B PRELIMINARY OFFERING MEMORANDUM DATED APRIL 3, 2018 ook eries J.P. Morgan ‑E ntry 2018AB

O nly T ax S onds

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due axable ” herein. A N ” herein. pproval ovember T he $354,000,000* B B onds onds

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egality — Redemption”herein. , S eries .” It isexpected that theBonds will beavailablefor ssue

2018 Interest Payable:May1andNovember P rice A : ___%,CUSIP Citigroup R atings

† (See “ ______: Moody’s:“Aa2” R atings Fitch: “AA” S&P: “AA” ” herein.) [THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS

SECTION HEADING PAGE

GENERAL INFORMATION ...... IV

INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES ...... V

SUMMARY OF THE OFFERING ...... VIII

INTRODUCTION ...... 1 The Bonds ...... 1 Indiana University Health, Inc. and the Obligated Group ...... 1 The Master Indenture ...... 2 Security and Sources of Payment for the Bonds ...... 2 Redemption ...... 3 Bondholders’ Risks ...... 3 Book-Entry Only ...... 3 Certain Information Related to this Offering Memorandum ...... 3

PLAN OF FINANCE ...... 4

ESTIMATED SOURCES AND USES OF FUNDS ...... 5

THE BONDS ...... 6 Description of the Bonds ...... 6 Redemption ...... 6 Transfer of Bonds ...... 9 Exchange of Bonds ...... 9 Bond Register ...... 9 Acceleration ...... 9

BOOK-ENTRY ONLY SYSTEM ...... 9

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ...... 10 The Master Indenture ...... 10 Security and Enforceability ...... 12 Bond Trustee as Holder of the Series 2018A Obligation ...... 13 The Indenture and the Series 2018A Obligation ...... 13 Release and Substitution of the Series 2018A Obligation ...... 14 Participation Agreement ...... 14 Bank and Swap Counterparty Covenants ...... 15

ESTIMATED DEBT SERVICE REQUIREMENTS...... 16

BONDHOLDERS’ RISKS ...... 17 General ...... 17 Nonprofit Health Care Environment ...... 18 Risks Related to Tax-Exempt Status of the Credit Group Members ...... 20 Security and Enforceability ...... 22 Patient Service Revenues ...... 26 Government Regulation of the Health Care Industry ...... 29 Federal Budget ...... 29

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State and Local Budgets ...... 29 Economic Recovery and Credit Market Disruptions ...... 29 Tax Reform ...... 30 Licenses, Certifications and Accreditations ...... 30 Malpractice and General Liability Insurance ...... 30 Facility Damage ...... 30 Increased Competition ...... 31 Uncompensated Care ...... 31 Employer-Related Risks ...... 31 Audits, Exclusions, Fines, Withholds and Enforcement Actions ...... 32 Information Systems ...... 32 Cyber-Attacks ...... 33 Antitrust ...... 33 Market Risk and Interest Rate Swaps ...... 33 Swap Counterparty and Credit Provider Covenants ...... 35 Environmental Laws and Regulations ...... 36 Construction Risks ...... 36 Bond Ratings...... 36 Market for the Bonds ...... 36 Other Bondholders’ Risks ...... 37

REGULATION OF THE HEALTH CARE INDUSTRY ...... 38 General Health Care Industry Factors ...... 38 Federal and State Legislation; National Health Care Reform ...... 38 Additional State Regulation ...... 49

CONTINUING DISCLOSURE ...... 49

ABSENCE OF MATERIAL LITIGATION ...... 49

TAX MATTERS ...... 50 General ...... 50 Tax Status of the Bonds ...... 51 Medicare Tax ...... 52 Sale and Exchange of Bonds; Defeasance ...... 52 Backup Withholding ...... 52 Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders ...... 52

APPROVAL OF LEGALITY ...... 54

RATINGS ...... 54

UNDERWRITING ...... 54

INDEPENDENT AUDITORS ...... 55

FINANCIAL ADVISOR ...... 55

CERTAIN ERISA CONSIDERATIONS ...... 55

VERIFICATION OF MATHEMATICAL COMPUTATIONS ...... 57

MISCELLANEOUS ...... 57

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EXECUTION ...... 58

APPENDIX A – Information Concerning Indiana University Health, Inc. and Subsidiaries APPENDIX B – Indiana University Health, Inc. and Subsidiaries Financial Statements, December 31, 2017 and 2016 APPENDIX C – Form of Indenture APPENDIX D – Form of Amended and Restated Master Trust Indenture APPENDIX E – Information Regarding Book-Entry Only System and Global Clearance Procedures

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GENERAL INFORMATION

This Offering Memorandum does not constitute an offer to sell the Bonds in any jurisdiction in which or to any person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been authorized by the Corporation, any Designated Affiliate, or the Underwriters to give any information or to make any representations, other than those contained herein, in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon.

The Bonds have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), in reliance on the provisions of Section (3)(a)(4) thereof. No other security relating to the Bonds has been registered under the 1933 Act, and neither the Indenture nor the Master Indenture has been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions in such acts. Further, the Bonds have not been registered under the laws of any state or other jurisdiction of the United States. The Bonds may not be exempt in every jurisdiction in the United States. The securities laws of some jurisdictions may require a filing and a fee to secure the Bonds’ exemption from registration. The exemptions from registration and from qualification in accordance with applicable provisions of federal or state laws cannot be regarded as a recommendation thereof.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Bonds or any related security, or passed upon the adequacy or accuracy of this Offering Memorandum. Any representation to the contrary is a criminal offense.

All information set forth herein has been obtained from the Corporation, the Designated Affiliates, DTC and other sources that are believed to be reliable. Estimates and opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport to be complete statements of the provisions of such summarized documents. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Offering Memorandum nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Corporation and the Designated Affiliates since the date hereof.

A wide variety of other information, including financial information, concerning the Obligated Group is available from publications and the website of the Obligated Group and others. Any such information that is inconsistent with the information set forth in this Offering Memorandum should be disregarded. No such information is a part of or incorporated into this Offering Memorandum, except as expressly noted herein.

Certain statements included or incorporated by reference in this 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 Securities Act. Such statements are generally identifiable by the terminology used such as “pro-forma,” “may,” “believe,” “plan,” “expect,” “estimate,” “budget,” “intend,” “projection” or other similar words. Such forward-looking statements include, but are not limited to, the information under the caption “BONDHOLDERS’ RISKS” in the forepart of this Offering Memorandum and the information in Appendix A to this Offering Memorandum.

A number of important factors, including factors affecting the Obligated Group’s financial condition and factors which are otherwise unrelated thereto, could cause actual results to differ materially from those stated in 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 CHANGE, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

The Underwriters have provided the following sentence for inclusion in this Offering Memorandum. The Underwriters have reviewed the information in this Offering Memorandum in accordance with, and as part of, their responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

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

The Bank of New York Mellon Trust Company, N.A., as Bond Trustee, and The Bank of New York Mellon Trust Company, N.A., as Master Trustee, have not reviewed, provided or undertaken to determine the accuracy of any of the information contained in this Offering Memorandum and make no representation or warranty, express or implied, as to any matters contained in this Offering Memorandum, including, but not limited to, (i) the accuracy or completeness of such information, or (ii) the validity of the Bonds.

Statements in this Offering Memorandum are made as of the date hereof unless stated otherwise and neither delivery of this Offering Memorandum at any time, nor any sales thereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof.

Any references to internet websites in this Offering Memorandum are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Offering Memorandum.

In making an investment decision, investors must rely on their own examination of Indiana University Health, Inc., the Obligated Group, and the terms of the offering, including the merits and risks involved. Prospective investors should not construe the contents of this Offering Memorandum as legal, tax or investment advice.

INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES

REFERENCES UNDER THIS CAPTION TO THE “ISSUER” MEAN INDIANA UNIVERSITY HEALTH, INC. AND REFERENCES TO “BONDS” OR “SECURITIES” MEAN THE BONDS OFFERED HEREBY.

MINIMUM UNIT SALES

THE BONDS WILL TRADE AND SETTLE ON A UNIT BASIS (ONE UNIT EQUALING ONE BOND OF $1,000 PRINCIPAL AMOUNT). FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE MINIMUM PURCHASE AND TRADING AMOUNT IS 150 UNITS (BEING 150 BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF $150,000).

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED, THE “INSURANCE MEDIATION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC (AS AMENDED, THE “PROSPECTUS DIRECTIVE”). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ALL OFFERS OF THE BONDS TO ANY PERSON THAT IS LOCATED WITHIN A MEMBER STATE OF THE EEA WILL BE MADE PURSUANT TO AN EXEMPTION UNDER

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ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, AS IMPLEMENTED IN MEMBER STATES OF THE EEA, FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE SECURITIES. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER IN THE EEA OF THE BONDS SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUER OR ANY OF THE UNDERWRITERS TO PRODUCE A PROSPECTUS FOR SUCH OFFER. NEITHER THE ISSUER NOR THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF BONDS THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY THE UNDERWRITERS, WHICH CONSTITUTE THE FINAL PLACEMENT OF THE BONDS CONTEMPLATED IN THIS OFFERING MEMORANDUM.

IN RELATION TO EACH MEMBER STATE OF THE EEA THAT HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”), WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, THE OFFER OF ANY BONDS WHICH IS THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERING MEMORANDUM IS NOT BEING MADE AND WILL NOT BE MADE TO THE PUBLIC IN THAT RELEVANT MEMBER STATE, OTHER THAN: (A) TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS SUCH TERM IS DEFINED IN THE PROSPECTUS DIRECTIVE; (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS SUCH TERM IS DEFINED IN THE PROSPECTUS DIRECTIVE), SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT INITIAL PURCHASER OR THE ISSUER FOR ANY SUCH OFFER OR (C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE; PROVIDED THAT NO SUCH OFFER OF THE BONDS SHALL REQUIRE THE ISSUER OR THE INITIAL PURCHASERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR A SUPPLEMENT TO A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN “OFFER OF SECURITIES TO THE PUBLIC” IN RELATION TO THE BONDS IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE THE BONDS, AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.

EACH SUBSCRIBER FOR OR PURCHASER OF THE SECURITIES IN THE OFFERING LOCATED WITHIN A RELEVANT MEMBER STATE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A “QUALIFIED INVESTOR” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE. THE ISSUER AND EACH INITIAL PURCHASER AND OTHERS WILL RELY ON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATION, ACKNOWLEDGEMENT AND AGREEMENT.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC IN ACCORDANCE WITH THE PROVISIONS OF SECTION 85 OF THE FSMA. IT IS FOR DISTRIBUTION ONLY TO, AND IS DIRECTED SOLELY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”), (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER, OR (IV) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS, INCLUDING IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA APPLIES TO THE CORPORATION. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFERING MEMORANDUM RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS OFFERING MEMORANDUM OR ANY OF ITS CONTENTS.

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NOTICE TO PROSPECTIVE INVESTORS IN TAIWAN

THE OFFER OF THE BONDS HAS NOT BEEN AND WILL NOT BE REGISTERED OR FILED WITH, OR APPROVED BY, THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN AND/OR OTHER REGULATORY AUTHORITY OF TAIWAN PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS, AND THE BONDS MAY NOT BE OFFERED, ISSUED OR SOLD IN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE ACT OF TAIWAN THAT REQUIRES THE REGISTRATION OR FILING WITH OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN. THE BONDS MAY BE MADE AVAILABLE OUTSIDE TAIWAN FOR PURCHASE BY INVESTORS RESIDING IN TAIWAN (EITHER DIRECTLY OR THROUGH PROPERLY LICENSED TAIWAN INTERMEDIARIES), BUT MAY NOT BE OFFERED OR SOLD IN TAIWAN EXCEPT TO QUALIFIED INVESTORS VIA A TAIWAN LICENSED INTERMEDIARY. ANY SUBSCRIPTIONS OF BONDS SHALL ONLY BECOME EFFECTIVE UPON ACCEPTANCE BY THE ISSUER OR THE RELEVANT DEALER OUTSIDE TAIWAN AND SHALL BE DEEMED A CONTRACT ENTERED INTO IN THE JURISDICTION OF INCORPORATION OF THE ISSUER OR RELEVANT DEALER, AS THE CASE MAY BE, UNLESS OTHERWISE SPECIFIED IN THE SUBSCRIPTION DOCUMENTS RELATING TO THE BONDS SIGNED BY THE INVESTORS.

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SUMMARY OF THE OFFERING

ISSUER Indiana University Health, Inc. (the “Corporation”)

SECURITIES OFFERED $354,000,000* ____% Indiana University Health, Inc. Obligated Group Taxable Bonds, Series 2018A due November 1, 20__

INTEREST ACCRUAL DATE Interest will accrue from the Settlement Date

INTEREST PAYMENT DATES May 1 and November 1 each year, commencing November 1, 2018

REDEMPTION The Bonds are subject to optional redemption prior to maturity, upon written direction of the Corporation, in whole or in part on any Business Day as directed by the Corporation, at the Redemption Price, together with accrued interest to the date fixed for redemption, as further described herein. See “THE BONDS–Redemption” herein.

SETTLEMENT DATE April __, 2018

AUTHORIZED DENOMINATIONS $1,000 and any integral multiple thereof

FORM AND DEPOSITORY The Bonds will be delivered solely in book-entry form through the facilities of DTC.

USE OF PROCEEDS The Corporation will use the proceeds of the Bonds for (i) financing general corporate purposes of the Corporation and its affiliates, (ii) refinancing certain outstanding debt of the Corporation, (iii) financing the termination payments related to certain of the Corporation’s existing interest rate swap agreements, and (iv) paying expenses incurred in connection with the issuance of the Bonds.

RATINGS Moody’s: “Aa2” (stable outlook) Fitch: “AA” (stable outlook) S&P Global Ratings: “AA” (stable outlook)

For an explanation of the ratings, see “RATINGS” herein.

* Preliminary, subject to change.

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OFFERING MEMORANDUM

RELATING TO

$354,000,000* INDIANA UNIVERSITY HEALTH, INC. OBLIGATED GROUP TAXABLE BONDS, SERIES 2018A

INTRODUCTION

The purpose of this Offering Memorandum, which includes the cover page, the table of contents and appendices, is to provide certain information concerning the sale and delivery by Indiana University Health, Inc. of the Bonds (described below). This Introduction contains only a brief summary of certain terms of the Bonds being offered and a brief description of the Offering Memorandum. All statements contained in this Introduction are qualified in their entirety by reference to the entire Offering Memorandum. Certain capitalized terms used herein are defined in Appendix C and Appendix D to this Offering Memorandum.

THE BONDS

This Offering Memorandum describes the $354,000,000* Indiana University Health, Inc. Obligated Group Taxable Bonds, Series 2018A (the “Bonds”).

The Bonds are being issued pursuant to a Trust Indenture, dated as of April 1, 2018 (the “Indenture”), by and between Indiana University Health, Inc., an Indiana private nonprofit organization (the “Corporation”), and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond Trustee”). Pursuant to the Indenture, on each Payment Date, until the principal of and interest on the Bonds have been paid or provision for such payment has been made as provided in the Indenture, the Corporation will pay the Bond Trustee a sum equal to the amount payable on such Payment Date as principal of or interest on the Bonds. The Bonds and any Additional Bonds that may be issued under the Indenture are general obligations of the Corporation. See “THE BONDS” herein.

Proceeds of the Bonds will be used for (i) financing general corporate purposes of the Corporation and its affiliates, (ii) refinancing certain outstanding debt of the Corporation, (iii) financing the termination payments related to certain of the Corporation’s existing interest rate swap agreements, and (iv) paying expenses incurred in connection with the issuance of the Bonds.

See “PLAN OF FINANCE” and “ESTIMATED DEBT SERVICE REQUIREMENTS” herein.

INDIANA UNIVERSITY HEALTH, INC. AND THE OBLIGATED GROUP

The Corporation, based in Indianapolis, Indiana, is the largest health care delivery system in the State of Indiana (the “State”) by revenues and provides services throughout the State. The Corporation provides a continuum of care through its 16 acute care facilities and operates acute care hospitals, outpatient clinic facilities and health care systems located across the State.

As of the date of issuance of the Bonds, the Corporation will be the sole Obligated Group Member under the Master Indenture described below, Indiana University Health Tipton Hospital, Inc. (“Tipton”) will be a Designated Affiliate (as defined herein) and there will be no Limited Designated Affiliates (as defined herein). The Obligated Group, the Designated Affiliates and the Limited Designated Affiliates are collectively referred to as the “Credit Group” or the “Credit Group Members.”

* Preliminary, subject to change.

The Corporation controls numerous wholly-owned subsidiaries and is affiliated with a variety of other organizations directly, through joint ventures with various ownership structures, through clinical affiliations and through other structures. The Corporation and these related entities are collectively referred to herein as the “Indiana University Health System.” For additional information regarding the Indiana University Health System, see Appendix A hereto.

THE MASTER INDENTURE

As of the date of issuance of the Bonds, the Corporation is the sole Obligated Group Member under the Amended and Restated Master Trust Indenture dated as of April 1, 2018 (the “Amended and Restated Master Indenture”), which amends and restates the Master Trust Indenture dated as of December 1, 1996, as previously supplemented and amended (the “Existing Master Indenture”), and as further supplemented and amended by the Series 2018A Supplemental Master Indenture dated as of April 1, 2018 (the “Series 2018A Supplemental Master Indenture” and, together with the Amended and Restated Master Indenture, the “Master Indenture”), each between the Corporation and The Bank of New York Mellon Trust Company, N.A., as master trustee (the “Master Trustee”). The Corporation and any other entities which become jointly and severally liable with the Corporation with respect to the obligations issued under the Master Indenture (the “Obligations”) are referred to herein collectively as the “Obligated Group,” the “Obligated Group Members” or the “Members,” and, each individually, as an “Obligated Group Member” or a “Member.” By acceptance of the Bonds, the purchasers thereof will be deemed to have consented to the amendment and restatement of the Existing Master Indenture and the terms of the Amended and Restated Master Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

Under the Master Indenture, the Corporation, as Credit Group Representative (the “Credit Group Representative”), may also designate entities as “Designated Affiliates” or “Limited Designated Affiliates.” For additional information regarding covenants related to adding and withdrawing entities from the Credit Group, see “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — The Master Indenture — Changes to the Members of the Credit Group,” “— Designated Affiliates” and “— Limited Designated Affiliates.” See also Sections 3.03, 3.04 and 3.05 of Appendix D hereto.

As of the date of issuance of the Bonds, Tipton is the sole Designated Affiliate under the Master Indenture. There are currently no Limited Designated Affiliates. Total assets and total operating revenues of the Credit Group expressed as a proportion of total assets and total operating revenues for the Indiana University Health System were approximately eight-six (86%) and fifty-eight percent (58%), respectively, as of and for the twelve months ended December 31, 2017. Excluding the portions of Credit Group total assets and total operating revenues which eliminate in consolidation for purposes of Indiana University Health System financial statements, these percentages are approximately seventy-eight percent (78%) and fifty percent (50%), respectively.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

The Bonds will be secured by the Indiana University Health, Inc. Master Note Obligation, Series 2018A (the “Series 2018A Obligation”) issued by the Obligated Group Members under the Master Indenture on the date of issuance of the Bonds. Under the Master Indenture, each Obligated Group Member (only the Corporation currently) is jointly and severally liable on all Obligations that are outstanding under the Master Indenture, including the Series 2018A Obligation. The Series 2018A Obligation will provide for payments by the Obligated Group Members in an amount sufficient to pay when due the principal of and premium, if any, and interest on the Bonds.

The obligations of the Obligated Group Members under the Master Indenture, including their payment obligations on the Series 2018A Obligation, are secured by a pledge of the Gross Receivables of the Obligated Group. See the information under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — The Master Indenture — Security Interests in Gross Receivables for Obligations Issued Under the Master Indenture” herein. Each Obligated Group Member has also covenanted in the Master Indenture that it will not, and each Controlling Member agrees that it will not permit its Designated Affiliates to, create or suffer to be created or permit the existence of any Lien upon Property, now owned or hereafter acquired by it, other than Permitted Liens. See the

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information under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein and in Appendix D— “FORM OF AMENDED AND RESTATED MASTER TRUST INDENTURE” — Section 3.08 hereto.

The Series 2018A Obligation is being issued by the Corporation, as Credit Group Representative, for itself and as Credit Group Representative on behalf of the Obligated Group Members, pursuant to the Master Indenture, on parity with all Obligations issued or to be issued under the Master Indenture. On the date of issuance of the Bonds, following implementation of the plan of finance (see “PLAN OF FINANCE” below), there will be $1,530,325,000* in aggregate principal amount of Obligations outstanding under the Master Indenture.

Under certain circumstances, the Series 2018A Obligation may be exchanged, without the consent of any of the Holders of the Bonds, for an obligation of a different obligated group or credit group that would include among its members the Obligated Group Members. Under certain circumstances, this could lead to the substitution of different security in the form of an obligation backed by an obligated group or credit group that is financially and operationally different from the then existing Obligated Group or Credit Group. That new obligated group or credit group could have substantial debt outstanding that would rank on a parity basis with the obligation substituted for the Series 2018A Obligation. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Release and Substitution of the Series 2018A Obligation.”

REDEMPTION

The Bonds are subject to optional redemption prior to maturity, upon written direction of the Credit Group Representative, in whole or in part on any Business Day in such order of maturity as directed by the Credit Group Representative, at the Redemption Price, together with accrued interest to the date fixed for redemption, as further described herein. See “THE BONDS — Redemption” herein.

BONDHOLDERS’ RISKS

Certain risks are inherent in the purchase of the Bonds. See the information herein under the caption “BONDHOLDERS’ RISKS” and “REGULATION OF THE HEALTH CARE INDUSTRY” for a discussion of certain of these risks.

BOOK-ENTRY ONLY

The Bonds, when issued, will be payable solely in book-entry form through The Depository Trust Company. See the information under the caption “BOOK-ENTRY ONLY SYSTEM” and in Appendix E— “INFORMATION REGARDING BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES.”

CERTAIN INFORMATION RELATED TO THIS OFFERING MEMORANDUM

The descriptions herein of the Indenture and the Master Indenture do not purport to be complete and are qualified in their entirety by reference to such documents, and the description herein of the Bonds is qualified in its entirety by the form thereof and the information with respect thereto included in such documents. See Appendix C — “FORM OF INDENTURE” attached hereto for the provisions of the Indenture, and Appendix D—“FORM OF AMENDED AND RESTATED MASTER TRUST INDENTURE” attached hereto for a form of the Master Indenture.

* Preliminary, subject to change.

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PLAN OF FINANCE

The Corporation will use the proceeds of the Bonds to (i) finance general corporate purposes of the Corporation and its affiliates, (ii) refinance certain outstanding debt of the Corporation, as described in more detail below, (iii) finance the termination payments related to certain of the Corporation’s existing interest rate swap agreements, and (iv) pay expenses incurred in connection with the issuance of the Bonds.

Refinancings. The Corporation will use a portion of the proceeds of the Bonds to (i) refinance a portion of the Indiana Finance Authority Hospital Revenue Bonds, Series 2011N (Indiana University Health Obligated Group) (the “Series 2011N Bonds”), in the amount of $60,500,000, (ii) refinance all of the Indiana Finance Authority Hospital Revenue Refunding Bonds, Series 2015C (Indiana University Health Obligated Group) (the “Series 2015C Bonds” and, together with that portion of the Series 2011N Bonds to be refinanced with the Bonds, the “Refinanced Bonds”) in the amount of $50,000,000, and (iii) pay off the balance on the Corporation’s revolving line of credit initially issued June 25, 2015 (the “Line of Credit”) with PNC Bank, National Association (the “Bank”), in the amount of $50,000,000.

A portion of the proceeds of the Bonds will be transferred to The Bank of New York Mellon Trust Company, N.A., the bond trustee for the Series 2011N Bonds (the “Series 2011N Bond Trustee”), acting as escrow agent, to be held in an irrevocable escrow fund (the “2011N Escrow Fund”) established pursuant to an escrow agreement, dated the date of issuance of the Bonds, between the Corporation and The Bank of New York Mellon Trust Company, N.A., as escrow agent. The funds deposited in the 2011N Escrow Fund will be used to purchase escrow securities (the “Escrow Securities”), to be irrevocably deposited in trust for the benefit of the holders of the Series 2011N Bonds maturing on and after March 1, 2022. The Escrow Securities will mature at such times and in such amounts and will bear interest payable at such times and in such amounts, together with any available cash in the 2011N Escrow Fund, such that sufficient moneys will be available in the 2011N Escrow Fund to pay when due through March 1, 2021 the principal of and interest on the Series 2011N Bonds maturing on and after March 1, 2022 and upon redemption, the redemption price equal to 100% of the principal amount thereof, plus accrued interest to March 1, 2021.

On the date of issuance of the Bonds, a portion of the proceeds of the Bonds will be used to redeem the Series 2015C Bonds at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to such date.

On the date of issuance of the Bonds, a portion of the proceeds of the Bonds will be deposited with the Bank and used to pay off the outstanding balance of the Line of Credit.

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ESTIMATED SOURCES AND USES OF FUNDS*

The estimated sources and uses of the Bonds are set forth below. (All amounts are rounded to the nearest whole dollar; totals may not sum due to rounding.)

SOURCES: Par Amount of Bonds $354,000,000 TOTAL $354,000,000

USES: Escrow Deposits: Series 2011N Bonds $65,200,000 Series 2015C Bonds Redemption 50,000,000 Line of Credit Payoff 50,000,000 General Corporate Purposes 170,000,000 Swap Terminations 15,300,000 Costs of Issuance† 3,500,000 TOTAL $354,000,000 ______* Preliminary, subject to change. † Includes estimated costs of issuance, including Underwriters’ discount (which includes compensation for the issuance of the Bonds), certain fees and expenses of various legal counsel, accountants, financial advisor, the Bond Trustee, the Master Trustee, the rating agencies and costs of printing.

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THE BONDS

DESCRIPTION OF THE BONDS

Under certain circumstances, Additional Bonds may be issued and consolidated with Bonds pursuant to the Indenture. See Section 6.09 of Appendix C hereto.

The Bonds will be dated, will bear interest at the rate and will mature on the date (subject to prior redemption) as set forth on the cover page to this Offering Memorandum. Interest on the Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The Bonds will be delivered in the form of fully registered Bonds in denominations of $1,000 and any integral multiple thereof. The Bonds will be registered initially in the name of “Cede & Co.,” as nominee of DTC and will be evidenced by one bond in the aggregate principal amount of the Bonds. Registered ownership of the Bonds, or any portions thereof, may not thereafter be transferred except as set forth in the Indenture. See Appendix C—“FORM OF INDENTURE” attached hereto.

The principal or Redemption Price of the Bonds will be payable by check or by wire transfer of immediately available funds in lawful money of the United States of America at the corporate trust operations office of the Bond Trustee.

Interest on the Bonds will accrue beginning on the date of issuance of the Bonds (the “Date of Issue”) and will be payable on each Interest Payment Date. An “Interest Payment Date” for the Bonds will occur on May 1 and November 1 of each year commencing on November 1, 2018. Payment of the interest on each Interest Payment Date will be made to the Person whose name appears on the bond registration books of the Bond Trustee as the Holder thereof as of the close of business on the Record Date for each Interest Payment Date, such interest to be paid by check mailed by first class mail to such Holder at its address as it appears on such registration books, or, upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of Bonds of a Series, submitted to the Bond Trustee at least one Business Day prior to the Record Date, by wire transfer in immediately available funds to an account within the United States designated by such Holder. Notwithstanding the foregoing, as long as Cede & Co. is the Holder of all or part of the Bonds in book-entry form, said principal or Redemption Price and interest payments will be made to Cede & Co. in accordance with the procedures of DTC, which as of the date hereof is by wire transfer in immediately available funds.

All payments by the Corporation in respect of the Bonds will be made after the deduction or withholding of any taxes required by law to be deducted or withheld.

REDEMPTION

Optional Redemption. The Bonds are subject to redemption prior to their stated maturity, upon the written direction of the Credit Group Representative, as a whole or from time to time in part on any Business Day, (i) prior to May 1, 20__ at a redemption price equal to the Make-Whole Redemption Price, and (ii) on or after May 1, 20__, at a redemption price equal to 100% of the aggregate principal amount of such Bonds to be redeemed (each, as applicable, the “Redemption Price”), in each case together with the interest, if any, accrued thereon from the most recent Interest Payment Date to which interest has been paid or duly provided for upon the date fixed for redemption. Additional Bonds shall be subject to such redemption provisions as are set forth in the Supplemental Indenture authorizing the issuance thereof.

Make-Whole Redemption of the Bonds. The Bonds are subject to optional redemption prior to May 1, 20__, upon the written direction of the Credit Group Representative, in whole or in part, as shall be determined by the Credit Group Representative on any Business Day (as defined below) at a redemption price (“Make-Whole Redemption Price”) equal to the greater of: (A) the principal amount of such Bonds to be redeemed, or (B) the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds to be

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redeemed, not including any portion of those payments of interest accrued and unpaid as of the date such Bonds are to be redeemed, discounted to the date of redemption of such Bonds to be redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (defined below) plus ___ basis points.

The Make-Whole Redemption Price of any Bond to be redeemed will be calculated by an independent accounting firm, investment banking firm or financial advisor (the “Calculation Agent”) retained by the Credit Group Representative at the Credit Group Representative’s expense. The Bond Trustee and the Credit Group Representative may rely on the Calculation Agent’s determination of the Make-Whole Redemption Price and will not be liable for such reliance. The Credit Group Representative shall confirm and transmit the Make-Whole Redemption Price as so calculated on such dates and to such parties as shall be necessary to effectuate such redemption.

The “Treasury Rate” is, as of any redemption date for any Bond, the time-weighted interpolated average yield for a term equal to the Make-Whole Period based on the yields of the two U.S. Treasury nominal securities at “constant maturity” (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that is publicly available not less than two (2) Business Days (as defined below) nor more than 30 calendar days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Calculation Agent)) maturing immediately preceding and succeeding the Make-Whole Period, or if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Calculation Agent.

“Make-Whole Period” means the number of years, including any fractional portion thereof, calculated on the basis of a 360-day year consisting of twelve 30-day months, between the redemption date and the remaining maturity of each Bond to be redeemed.

“Business Day” means any day, other than a Saturday or Sunday, and other than a day on which the Bond Trustee or a Paying Agent (other than the Bond Trustee), as applicable, is required, or authorized or not prohibited, by law (including without limitation, executive orders) to close and is closed.

Purchase in Lieu of Redemption. The Bonds are subject to purchase in lieu of redemption by the Bond Trustee at the direction of the Credit Group Representative prior to maturity on the same terms that would apply to the Bonds if the Bonds were then being optionally redeemed.

Selection of Bonds for Redemption. If (i) the Bonds are registered in book-entry only form and so long as the Securities Depository or its nominee is the sole registered owner of the Bonds and (ii) less than all of the Bonds of a maturity are called for redemption, the particular Bonds or portions thereof to be redeemed will be selected on a pro rata pass-through distribution of principal basis in accordance with procedures of the Securities Depository, provided that the selection for redemption of such Bonds shall be made in accordance with the operational arrangements of the Securities Depository then in effect, and, if the Securities Depository's operational arrangements at such time do not allow for redemption on a pro rata pass-through distribution of principal basis, the Bonds shall be selected for redemption, in accordance with Securities Depository procedures, by lot or in such other manner as in accordance with the applicable arrangements of the Securities Depository.

If (i) the Securities Depository or its nominee is no longer the sole registered owner of the Bonds and (ii) less than all of the Bonds of a maturity are called for redemption, the particular Bonds or portions thereof to be redeemed will be selected on a pro rata pass-through distribution of principal basis in accordance with procedures of the Bond Trustee, provided that the selection for redemption of such Bonds shall be made in accordance with the operational arrangements of the Bond Trustee then in effect, and, if the Bond Trustee’s operational arrangements at such time do not allow for redemption on a pro rata pass-through distribution of principal basis, the Bonds shall be selected for redemption, in accordance with Bond Trustee procedures, by lot or in such other manner as in accordance with the applicable arrangements of the Bond Trustee. Neither the Credit Group Representative nor the Bond Trustee shall have any responsibility for ensuring that the Bonds are called for redemption on a pro-rata basis.

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The Corporation intends that redemption allocations made by the Securities Depository be made on a pro rata pass-through distribution of principal basis as described above. However, neither the Corporation nor the Underwriters can provide any assurance that the Securities Depository, the Securities Depository’s direct and indirect participants or any other intermediary will allocate the redemption of Bonds on such basis.

Notice of Redemption. Notice of direction to redeem Bonds will be mailed by the Corporation to the Bond Trustee by first class mail, at least 45 days, prior to the redemption date, or such fewer days as may be agreed to by the Corporation and the Bond Trustee. Notice of redemption will be mailed by the Bond Trustee by first class mail, not less than 20 days, nor more than 45 days prior to the redemption date, to the respective Holders of any Bonds designated for redemption at their addresses appearing on the bond registration books of the Bond Trustee. If Bonds are no longer held by DTC or its successor or substitute, the Bond Trustee shall also give notice of redemption by overnight mail to such securities depositories and/or securities information services as shall be designated in a certificate of the Corporation. Each notice of redemption shall state the date of such notice, the Date of Issue of the Bonds, the series, the redemption date, the method of calculating the Make-Whole Redemption Price, if applicable, the interest rate, the place or places of redemption (including the name and appropriate address or addresses of the Bond Trustee), the maturity (including CUSIP number, if any), and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. Each such notice will also state that on said date there will become due and payable on each of said Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered.

Failure by the Bond Trustee to give notice as described above to any one or more of the securities information services or depositories designated by the Corporation, or the insufficiency of any such notice will not affect the sufficiency of the proceedings for redemption. Failure by the Bond Trustee to mail notice of redemption to any one or more of the respective Holders of any Bonds designated for redemption will not affect the sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed.

The Corporation or the Credit Group Representative may instruct the Bond Trustee to provide conditional notice of redemption, which may be conditioned upon the receipt of moneys or any other event. If such conditions are not met, the Bond Trustee is to give notice, as soon thereafter as practicable, in the same manner, to the same Persons, as notice of such redemption was given pursuant to the Indenture and as described above. Additionally, any such notice may be rescinded by written notice given to the Bond Trustee by the Corporation or the Credit Group Representative no later than five Business Days prior to the date specified for redemption. The Bond Trustee will give notice of such rescission, as soon thereafter as practicable, in the same manner, to the same Persons, as notice of such redemption was given.

Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Bond Trustee shall provide a replacement Bond in a principal amount equal to the portion of such Bond not redeemed, and deliver it to the registered owner thereof. The Bond so surrendered shall be cancelled by the Bond Trustee as provided in the Indenture. The Corporation and the Bond Trustee shall be fully released and discharged from all liability to the extent of payment of the redemption price for such partial redemption.

Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price being held by the Bond Trustee, the Bonds, or portions thereof, so called for redemption shall, on the redemption date designated in such notice, become due and payable at the redemption price specified in such notice, interest on the Bonds or portions thereof so called for redemption shall cease to accrue, said Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and the Holders of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds fully redeemed pursuant to the provisions of the Indenture described above shall be cancelled upon surrender thereof and delivered to, or upon the order of, the Corporation.

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TRANSFER OF BONDS

Any Bond may, in accordance with its terms and subject to the limitations provided in the Indenture, be transferred upon the books required to be kept pursuant to the provisions of the Indenture by the Person in whose name it is registered, in person or by its duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Bond Trustee.

Whenever any Bond or Bonds shall be surrendered for transfer, the Corporation shall execute and the Bond Trustee shall authenticate and deliver a new Bond or Bonds of the same series, bearing interest at the same rate and maturing on the same date, for a like aggregate principal amount in Authorized Denominations. The Bond Trustee may require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and the Bond Trustee may also require the Bondholder requesting such transfer to pay a reasonable sum to cover any expenses incurred by the Corporation in connection with such transfer. The Bond Trustee shall not be required to transfer (i) any Bond during the fifteen (15) days next preceding the selection of Bonds of the same series for redemption or (ii) any Bond called for redemption.

EXCHANGE OF BONDS

Bonds may be exchanged at the corporate trust operations office of the Bond Trustee for a like aggregate principal amount of Bonds of the same series, bearing interest at the same rate and maturing on the same date of other Authorized Denominations. The Bond Trustee may require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange, and the Bond Trustee may also require the Bondholder requesting such exchange to pay a reasonable sum to cover any expenses incurred by the Corporation in connection with such exchange. The Bond Trustee shall not be required to exchange (i) any Bond during the fifteen (15) days next preceding the selection of Bonds of the same series for redemption or (ii) any Bond called for redemption.

BOND REGISTER

The Bond Trustee shall keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times (during regular business hours at the location where such books are kept) be open to inspection by any Bondholder, the Corporation or their respective agents duly authorized in writing; and, upon presentation for such purpose, the Bond Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds as provided in the Indenture.

ACCELERATION

If default in the due and punctual payment of the principal or Redemption Price of, or interest on, any Bond when and as the same shall become due and payable shall occur, then, the principal of the Bonds, and the interest accrued thereon, may be accelerated and become immediately due and payable, at the Redemption Price, with interest payable thereon to the accelerated payment date. See Section 7.02 of Appendix C hereto. For a description of the Events of Default under the Indenture, see Section 7.01 of Appendix C hereto. Also see “BONDHOLDERS’ RISKS.”

BOOK-ENTRY ONLY SYSTEM

DTC will act as the initial Custodian 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 entity as may be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for the Bonds described on the cover page of this Offering Memorandum and will be deposited with DTC. For additional information regarding DTC and its book-entry only system and the meaning of defined terms used under this caption, see Appendix E— “INFORMATION REGARDING BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES.”

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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

THE MASTER INDENTURE

Concurrently with the issuance of the Bonds, the Obligated Group intends to amend and restate the Existing Master Indenture. The form of the Amended and Restated Master Indenture is attached hereto as Appendix D. By acceptance of the Bonds, the purchasers thereof will be deemed to have consented to the terms of the Amended and Restated Master Indenture and the amendment and restatement of the Existing Master Indenture in its entirety.

The following is a brief summary of certain of the security provisions of the Master Indenture. For a form of the Master Indenture, see Appendix D — “FORM OF AMENDED AND RESTATED MASTER INDENTURE.”

Credit Group. The Master Indenture creates the Credit Group, which is comprised of the Obligated Group Members, Designated Affiliates and Limited Designated Affiliates. As of the Closing Date, the Corporation will be the only Obligated Group Member, Tipton will be the only Designated Affiliate and there will be no Limited Designated Affiliates.

The Obligated Group Members are and will be jointly and severally liable on all Obligations, including the Series 2018A Obligation, issued and to be issued pursuant to and/or secured under the Master Indenture. Neither the Designated Affiliates nor the Limited Designated Affiliates are obligated to make payments on Obligations. However, they may be required to transfer funds to Obligated Group Members in amounts necessary to enable the Obligated Group Members to make payments due on Obligations. Although Designated Affiliates and Limited Designated Affiliates are not obligated to make payments on Obligations, financial covenants and ratios under the Master Indenture are based on Credit Group Financial Statements. See Appendix D — “FORM OF AMENDED AND RESTATED MASTER INDENTURE.” See also “Designated Affiliates” and “Limited Designated Affiliates” below.

Issuance of Obligations; Joint and Several Obligations. Under the Master Indenture, each Obligated Group Member authorizes to be issued from time to time Obligations or Series of Obligations, without limitation as to amount, except as provided in the Master Indenture or as may be limited by law, and subject to the terms, conditions and limitations established in the Master Indenture. Obligations may be in any form set forth in a Related Supplement, including, but not limited to, bonds, notes, obligations, debentures, reimbursement agreements, loan agreements, guarantees, Financial Product Agreements or leases. Each Obligated Group Member jointly and severally covenants to promptly pay, or cause to be paid, all Required Payments at the place, on or before the dates and in the manner provided in the Master Indenture or in any Related Supplement or Obligation. Each Obligated Group Member further covenants to faithfully observe and perform all of the conditions, covenants and requirements of the Master Indenture, any Related Supplement and any Obligation.

The Series 2018A Obligation is being issued by the Corporation, as Credit Group Representative, for itself and as Credit Group Representative on behalf of the Obligated Group Members, pursuant to the Master Indenture, on parity with all Obligations issued or to be issued under the Master Indenture.

Changes to the Obligated Group Members. Entities may be added to and withdrawn from the Credit Group from time to time. The Master Indenture imposes minimum conditions on the right of any Obligated Group Member or Credit Group Member to enter or withdraw from the Obligated Group or the Credit Group, respectively, at any time, or to change the status of an Obligated Group Member to that of a Designated Affiliate or Limited Designated Affiliate. For a more detailed discussion of entry into or withdrawal from the Obligated Group or the Credit Group, respectively, see Section 3.04 of Appendix D hereto — “Membership in Obligated Group,” Section 3.05 of Appendix D hereto — “Withdrawal from Obligated Group” and Section 3.03 of Appendix D hereto — “Designation of Designated Affiliates.”

Designated Affiliates. Under the Master Indenture, the Corporation, as Credit Group Representative, may designate “Designated Affiliates” from time to time and may rescind any such designation at any time. As of the

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date of issuance of the Bonds, Tipton will be the sole Designated Affiliate under the Master Indenture. See Section Section 3.03 of Appendix D hereto — “Designation of Designated Affiliates.” In connection with such designation, the Credit Group Representative shall designate for each Designated Affiliate an Obligated Group Member to serve as the Controlling Member for such Designated Affiliate. So long as such Person is designated as a Designated Affiliate, the Controlling Member of such Designated Affiliate shall either (i) maintain, directly or indirectly, control of such Designated Affiliate to the extent necessary to cause such Designated Affiliate to comply with the terms of the Master Indenture, whether through the ownership of voting securities, by contract, corporate membership, reserved powers or the power to appoint corporate members, trustees or directors, or otherwise or (ii) execute and have in effect such contracts or other agreements which the Credit Group Representative and the Controlling Member, in the judgment of their respective Governing Bodies, deem sufficient for the Controlling Member to cause such Designated Affiliate to comply with the terms of the Master Indenture. As of the Closing Date, the Corporation will be the Controlling Member for Tipton.

Designated Affiliates are not obligated to make payments on any Obligation. Each Controlling Member agrees, however, that it shall cause each of its Designated Affiliates to pay, loan or otherwise transfer to the Credit Group Representative such amounts as are necessary to enable the Obligated Group Members to comply with the provisions of the Master Indenture, subject to applicable legal or regulatory restrictions; provided, however, that nothing in the Master Indenture shall be construed to require any Controlling Member to cause its Designated Affiliate to pay, loan or otherwise transfer to the Credit Group Representative any amounts that constitute Restricted Moneys.

Limited Designated Affiliates. The Master Indenture further provides that Designated Affiliates may be designated by the Credit Group Representative as “Limited Designated Affiliates.” A Limited Designated Affiliate’s liability to transfer moneys or other assets to the Credit Group Representative shall be limited to a specified amount set forth in an Officer’s Certificate delivered to the Master Trustee upon the designation of the Limited Designated Affiliate as a Limited Designated Affiliate. As of the Closing Date, there will be no Limited Designated Affiliates under the Master Indenture. See Section 3.03 of Appendix D hereto — “Designation of Designated Affiliates.”

Security for Obligations Issued Under the Master Indenture. All Obligations Outstanding from time to time under the Master Indenture, including the Series 2018A Obligation, are secured by security interests in the Gross Receivables of the Obligated Group Members and each of the future Obligated Group Members. See “SECURITY AND ENFORCEABILITY” below. See also Section 3.07 of Appendix D hereto — “Gross Receivables Pledge.”

Security Interests in Gross Receivables for Obligations Issued Under the Master Indenture. Each Obligated Group Member will grant to the Master Trustee a security interest in its Gross Receivables subject to Permitted Liens, to the extent the same may be pledged and a security interest granted therein under the UCC, whether now owned or hereafter acquired. See Section 3.07 of Appendix D hereto — “Gross Receivables Pledge.” Any future Obligated Group Members will also be required to grant a security interest in their Gross Receivables. For purposes of the Master Indenture, “Gross Receivables” is defined to mean all accounts, chattel paper, instruments and payment intangibles (all as defined in the Uniform Commercial Code of the State of Indiana, as amended from time to time) of each Obligated Group Member, as are now in existence or as may be hereafter acquired and the proceeds thereof; excluding, however, (1) all Restricted Moneys and (2) all accounts or payment intangibles consisting of or arising from patents and royalties. The security interest of the Master Trustee in the Gross Receivables is subject to certain limitations as described below in this section “SECURITY AND ENFORCEABILITY — Perfection of Security Interest.”

The Master Trustee’s security interest in the Gross Receivables described above will be perfected, to the extent that such security interest may be so perfected, by the filing of financing statements which comply with the requirements of the UCC. Each Obligated Group Member shall file, in accordance with the requirements of the UCC, financing statements; and, from time to time thereafter, shall deliver such other documents (including, but not limited to, continuation statements as required by the UCC) as may be necessary or reasonably requested by the Master Trustee in order to perfect or maintain perfected such security interests or give public notice thereof. See

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Appendix D hereto — “Gross Receivables Pledge.” See also “BONDHOLDERS’ RISKS — Security and Enforceability — Enforceability of Security Interest in Gross Receivables May Be Limited.”

Covenant Against Encumbrances. Pursuant to the Master Indenture, each Obligated Group Member agrees that it will not, and each Controlling Member agrees that it will not permit its Designated Affiliates to, create or suffer to be created or permit the existence of any Lien upon Property, now owned or hereafter acquired by it, other than Permitted Liens. Permitted Liens include, but are not limited to, Liens that may be granted to secure additional Obligations and other Indebtedness and Liens not otherwise identified as a Permitted Lien where the Value of all Property that is encumbered by such Liens does not exceed 30% of the Value of all Property of the Credit Group Members, calculated at the time of creation of such Lien. The Obligated Group may incur substantial liabilities secured by Permitted Liens. The definitions of “Liens,” “Permitted Liens” and “Property” are set forth in Appendix D hereto. See also Section 3.08 of Appendix D hereto.

Other Master Indenture Covenants. In addition to the security and other provisions described above, the Master Indenture contains provisions, covenants and restrictions related to debt service coverage, mergers and other corporate combinations and divestitures, sales, leases or other dispositions or assets and other matters. See Section 3.09 — “Debt Service Coverage,” Section 3.10 — “Merger, Consolidation, Sale or Conveyance,” Section 3.11 — “Limitation on Disposition of Assets” and Section 3.12 — “Limitation on Indebtedness” in Appendix D hereto.

Outstanding and Additional Indebtedness. On the date of issuance of the Bonds and the implementation of the plan of finance, there will be $1,530,325,000* principal amount of Obligations Outstanding. Pursuant to the Master Indenture, additional Obligations may be issued from time to time in the future pursuant to the Master Indenture, and such other Obligations will be secured on a parity under the Master Indenture with the Series 2018A Obligation and other Obligations then outstanding. See Section 3.12 — “Limitation on Indebtedness” in Appendix D hereto.

SECURITY AND ENFORCEABILITY

Security and Sources of Payment for the Bonds. The Bonds are a general obligation of the Corporation, payable from payments required to be paid under the Indenture, from payments required to be made by the Obligated Group on the Series 2018A Obligation and from other funds held under the Indenture. The Bonds are also payable from bond proceeds and investment earnings thereon, in the manner and to the extent set forth in the Indenture.

The obligation of the Corporation to make payments with respect to the Bonds will be secured by the Series 2018A Obligation issued by the Credit Group Representative under the Master Indenture on the Date of Issue of the Bonds. Under the Master Indenture, each Obligated Group Member is jointly and severally liable on all Obligations that are outstanding under the Master Indenture, including the Series 2018A Obligation. The Series 2018A Obligation will provide for payments by the Obligated Group Members of the principal thereof, Redemption Price, if any, and interest and premium, if any, thereon, at such times and in such amounts as shall be sufficient to pay in full when due all principal of, Redemption Price, if any, and premium, if any, and interest on the Bonds.

Additional Bonds, if any, issued pursuant to the Indenture, will be secured on a parity basis with the Bonds. The Holders of a majority in aggregate principal amount of bonds outstanding under the Indenture shall have the right to direct certain remedies, and such principal amount may consist in whole or in part of Additional Bonds.

Perfection of a Security Interest. Each Obligated Group Member has granted a security interest in all of its Gross Receivables, subject to Permitted Liens, and has agreed to perfect the grant of a security interest in the Gross Receivables to the extent that the same may be pledged and a security interest granted therein under the UCC. The Master Indenture provides that the Master Trustee’s security interest in the Gross Receivables shall be perfected, to

* Preliminary, subject to change.

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the extent that such security interest may be so perfected, by the filing of financing statements which comply with the requirements of the UCC. See Section 3.07 of Appendix D. It may not be possible to perfect a security interest in any manner whatsoever in certain types of Gross Receivables (e.g., certain insurance proceeds and payments under the Medicare and Medicaid programs) prior to actual receipt by any Member. See also “BONDHOLDERS’ RISKS — Security and Enforceability — Enforceability of Security Interest in Gross Receivables May Be Limited.”

Enforceability of the Master Indenture and the Series 2018A Obligation. The state of the insolvency, fraudulent conveyance and bankruptcy laws relating to the enforceability of guaranties or obligations issued by one corporation in favor of the creditors of another or the obligations of an Obligated Group Member to make debt service payments on behalf of an Obligated Group Member is unsettled, and the ability to enforce the Master Indenture and the Obligations against any Obligated Group Member that would be rendered insolvent thereby could be subject to challenge.

The legal right and practical ability of the Bond Trustee to enforce its rights and remedies against the Obligated Group under the Indenture and related documents and of the Master Trustee to enforce its rights and remedies against the Obligated Group Member under the Series 2018A Obligation may be limited by laws relating to bankruptcy, insolvency, reorganization, fraudulent conveyance or moratorium and by other similar laws affecting creditors’ rights. In addition, the Bond Trustee’s and the Master Trustee’s ability to enforce such rights will depend upon the exercise of various remedies specified by such documents which may in many instances require judicial actions that are often subject to discretion and delay or that otherwise may not be readily available or may be limited. See “BONDHOLDERS’ RISKS — Security and Enforceability — Enforceability of the Master Indenture and the Series 2018A Obligation.”

The bankruptcy of a Designated Affiliate or a Limited Designated Affiliate would not trigger an event of default under the Master Indenture, the Bond Indenture or the Loan Agreement, but the bankruptcy of a Designated Affiliate or Limited Designated Affiliate could have a material adverse effect on the Credit Group. If a Designated Affiliate were to file for bankruptcy and had no contractual obligation to make payments to the Credit Group Representative, neither the Credit Group Representative nor the Controlling Member would be able to file a claim in a bankruptcy proceeding involving the Designated Affiliate for the payment of any amounts due on the Series 2018A Obligation. The Master Trustee has no contractual rights against Designated Affiliates or Limited Designated Affiliates and would not be able to file such a claim whether or not a contract existed between the Controlling Member, the Designated Affiliate or the Limited Designated Affiliate. In addition, in the event the Controlling Member were to become a debtor in a bankruptcy case, the Credit Group Representative or such Controlling Member, as debtor-in-possession, or a trustee in bankruptcy, may not be able to cause the Designated Affiliate to transfer funds to the Credit Group Representative or the trustee in bankruptcy.

BOND TRUSTEE AS HOLDER OF THE SERIES 2018A OBLIGATION

The Series 2018A Obligation will be held by the Bond Trustee under the Indenture as security for the Bonds. The Bond Trustee may, with respect to the Series 2018A Obligation, exercise any and all of the rights granted to the holders of Obligations under the Master Indenture, including the right to consent to amendments of the Master Indenture and the right, under certain circumstances, to direct the Master Trustee to exercise remedies and grant waivers upon the occurrence of an event of default thereunder.

THE INDENTURE AND THE SERIES 2018A OBLIGATION

The Bonds are a general obligation of the Corporation, payable solely from payments by the Corporation under the Indenture and from payments by Obligated Group Members on the Series 2018A Obligation and otherwise as provided in the Indenture.

The obligation of the Corporation to make payments under the Indenture at the times and in the amounts necessary to pay the principal of or Redemption Price, if any, and interest on the Bonds is the general obligation of the Corporation, which obligation is evidenced and secured by the Series 2018A Obligation.

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The Indenture provides that, on or before each Payment Date, the Corporation will pay the Bond Trustee a sum equal to the amount payable on such Payment Date as principal of and interest on the Bonds. In addition, the Indenture provides that each such payment made will at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) becoming due and payable on the Bonds on such Payment Date. If on any Payment Date, the amounts held by the Bond Trustee in the accounts within a Bond Fund are insufficient to make any required payments of principal of (whether at maturity or upon acceleration) and interest on the Bonds as such payments become due, the Corporation is required to pay such deficiency to the Bond Trustee. In the event that the Corporation does not make up such deficiency the Bond Trustee is directed to request payment under the Series 2018A Obligation. See Appendix C—“FORM OF INDENTURE” attached hereto.

Additional Bonds may be issued pursuant to the Indenture from time to time, that may be consolidated with the Bonds or which may be issued as a separate series of bonds. Additional Bonds consolidated with Bonds pursuant to the terms of the Indenture shall have the same redemption provisions, maturity date and other terms (other than issue price) as the Bonds offered hereby, may have the same CUSIP number as such Bonds and shall be treated as a single series with such Bonds for all purposes of the Indenture.

The Indenture may be amended from time to time, in certain circumstances without the consent of the Bondholders. Such amendments could be substantial and result in the modification, waiver or removal of any existing covenant or restriction contained in the Indenture. See Article IX of Appendix C hereto.

RELEASE AND SUBSTITUTION OF THE SERIES 2018A OBLIGATION

The Indenture provides that the Bond Trustee will surrender the Series 2018A Obligation and deliver to the Master Trustee upon satisfaction of certain requirements that include receipt by the Bond Trustee of (i) a substitute obligation or obligations issued under a master trust indenture (the “Replacement Master Indenture”) executed by one or more entities (the “New Group”) and an independent corporate trustee (the “New Trustee”); (ii) an officer’s certificate certifying that, after giving effect to the substitute obligations and assuming the New Group constituted the Obligated Group under the original Master Indenture and the substitute obligations were issued under the original Master Indenture, the New Group would not be in default under the provisions of the original Master Indenture; (iii) an original executed Replacement Master Indenture; (iv) certain opinions of counsel described in the Indenture; (v) evidence that each rating on the Bonds after the delivery of the substitute obligation will be in the same rating category (without regard to any refinement or gradation of rating category by numerical modifier or otherwise or any related ratings outlook) or better as such rating was immediately prior to the substitution; and (vi) such other opinions, certificates and indemnities reasonably required or requested, as applicable, by the Bond Trustee. See Section 6.11 of Appendix C hereto.

PARTICIPATION AGREEMENT

The Corporation has entered into a Participation Agreement with Tipton (the “Participation Agreement”) pursuant to which the Corporation makes loans to Tipton from time to time. The Participation Agreement requires that Tipton (i) deliver a promissory note to evidence its obligation to repay such loan; (ii) pay an interest rate on such loan; (iii) repay the loan in periodic installments; (iv) maintain the tax-exempt status of the bonds and use the tax-exempt bond financed property solely for exempt purposes (if applicable); (v) maintain its 501(c)(3) status; (vi) maintain its licensure and Joint Commission accreditation; and (vii) provide information to enable the Corporation to comply with its primary and secondary market disclosure obligations.

Tipton has agreed, pursuant to the Participation Agreement and its bylaws, respectively, to upstream funds to repay all indebtedness under the Master Indenture. However, the Participation Agreement establishes a payment priority to equitably allocate payments due under the Master Indenture. Potential shortfalls arising from payment defaults under the Master Indenture will be allocated among participating system groups (each, a “Participating System Group”) as provided in the appropriate Participation Agreement. Tipton is the sole member of the Tipton Participating System Group. The Corporation is the sole member of the Indiana University Participating System Group.

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Any payment default for an entity within a Participating System Group would first be allocated to all entities within that particular Participating System Group. To the extent a Participating System Group does not meet payment requirements on the loans, the loss would then be allocated pro rata to the other Participating System Groups based on the respective principal amounts of the loans not in default.

The Corporation entered into an Integration Definitive Agreement with Tipton in connection with integration of such entity into the Indiana University Health System, which grants additional limited powers that would be triggered in the event of a payment default by Tipton.

While the management of the Corporation believes that the Participation Agreement will remain in effect, no assurance can be given that the Participation Agreement will be maintained for any particular period of time.

BANK AND SWAP COUNTERPARTY COVENANTS

Certain tax-exempt bonds issued on behalf of the Obligated Group (collectively, the “Direct Placement Bonds”) were purchased directly by certain commercial banks or financial institutions (the “Direct Placement Banks”). The Obligated Group has also entered into certain interest rate swap agreements with certain financial institutions (the “Swap Counterparties”). On the date of execution of the Master Indenture, there will be certain Obligations Outstanding under the Existing Master Indenture that were issued to secure the Obligated Group’s obligations to the Direct Placement Banks (the “Existing Bank Obligations”) and to the Swap Counterparties (the “Existing Swap Obligations”).

Pursuant to the terms of a supplemental master indenture that will be executed on the date of issuance of the Bonds (the “Bank Supplemental Master Indenture”), the Obligated Group will agree to certain financial and other covenants that are more restrictive than the covenants in the Master Indenture. The covenants made in the Bank Supplemental Master Indenture will be for the benefit of Holders of all Obligations Outstanding, but the covenants will only remain in force only for so long as there are Existing Bank Obligations or Existing Swap Obligations outstanding.

Pursuant to the terms of certain agreements (the “Direct Placement Bank Agreements”) related to the Direct Placement Bonds, the Obligated Group has also agreed with each of the Direct Placement Banks to comply with all provisions of the Master Indenture and to comply with various other covenants in the Direct Purchase Bank Agreements (the “Direct Placement Bank Covenants”), which are made by the Members of the Obligated Group solely for the benefit of the Direct Placement Banks. In addition, certain outstanding bonds issued for the benefit of the Obligated Group are secured by irrevocable direct pay letters of credit (each, a “Credit Facility”) issued by a financial institution (each, a “Credit Facility Provider”). The terms of the Credit Facilities are governed by various reimbursement agreements (each, a “Credit Facility Agreement” and, together with the Direct Placement Bank Agreements, the “Bank Agreements”) between the Obligated Group and the applicable Credit Facility Provider, pursuant to the terms of which the Obligated Group agrees to comply with all of the provisions of the Master Indenture and to comply with various other covenants in the applicable Credit Facility Agreement (the “Credit Facility Covenants” and, together with the Direct Placement Bank Covenants, the “Bank Covenants”), which are made by the Obligated Group solely for the benefit of the applicable Credit Facility Provider.

In certain instances, the Bank Covenants are more restrictive than the covenants contained in the Master Indenture. The Bank Covenants may be waived or enforced solely at the direction of the related Direct Placement Bank or the related Credit Facility Provider, as applicable. The obligations of the Members of the Obligated Group under the Bank Agreements are secured by the Existing Bank Obligations. A default under a Bank Agreement may lead to a default under the Master Indenture and an acceleration of indebtedness secured by the related Obligation. See “BONDHOLDERS’ RISKS—Swap Counterparty and Credit Provider Covenants” below.

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ESTIMATED DEBT SERVICE REQUIREMENTS*

The debt service requirements on the Bonds for each year ending December 31 are shown in the following table. The table also includes the estimated debt service on other long-term indebtedness of the Credit Group as referenced in the footnotes below.

CERTAIN OTHER PERIOD ENDING SERIES 2018A SERIES 2018A LONG-TERM AGGREGATE EXPECTED DEBT DECEMBER 31 PRINCIPAL INTEREST INDEBTEDNESS(1) SERVICE REQUIREMENTS 2018 $102,780,530 2019 99,981,094 2020 99,932,716 2021 100,164,675 2022 96,603,868 2023 96,541,672 2024 96,486,204 2025 96,398,950 2026 96,898,479 2027 61,202,263 2028 71,211,585 2029 71,043,826 2030 71,070,335 2031 43,870,177 2032 38,163,733 2033 51,250,054 2034 57,290,279 2035 57,021,855 2036 56,721,550 2037 55,424,653 2038 58,944,288 2039 60,126,825 2040 60,085,122 2041 47,285,519 2042 25,016,025 2043 29,352,650 2044 29,348,685 2045 29,349,995 2046 29,331,900 2047 - 2048 - TOTAL (2) $1,888,899,506 ______* Preliminary, subject to change. (1) Includes debt service on all debt outstanding upon the issuance of the Bonds. See “FINANCIAL INFORMATION – Long-term Debt” in Appendix A hereto. For fiscal year ending December 31, 2018, the amount includes actual principal and interest payments on the Refinanced Bonds and the Line of Credit prior to the date of issuance of the Bonds. For purposes of the above table, interest on all variable rate bonds was calculated at an assumed rate of 3.50% per annum (which combined rate is inclusive of remarketing and credit facility costs), and all variable rate demand bonds are assumed to be continuously remarketed to their maturity. Actual net rate levels, and principal amortization, may vary materially from the assumed rates and amortizations. Also takes into account net cash flows on all fixed payor swaps assuming a one (1) month LIBOR rate of 3.63%. Actual results may vary. See “BONDHOLDERS’ RISKS — Market Risk and Interest Rate Swaps.” Remarketing and credit facility costs are estimates and are subject to change over the life of the transaction, which may impact total debt service cost. All of the above is calculated in accordance with the Master Indenture, other than the assumed interest rate on the variable rate bonds and the LIBOR assumption. (2) Totals may not foot due to rounding.

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BONDHOLDERS’ RISKS

Some of the identifiable risks which should be considered when making an investment decision regarding the Bonds are discussed below. The discussion herein of risks to the owners (including the Beneficial Owners) of the Bonds is not intended as dispositive, comprehensive or definitive, but rather is intended to summarize certain matters which could affect payment on the Bonds. The risks discussed below should be read in conjunction with Appendix A and the discussion set forth under the caption “REGULATION OF THE HEALTH CARE INDUSTRY” below. Other sections of this Offering Memorandum, as cited herein, should be referred to for a more detailed description of risks described in this section, which descriptions are qualified by reference to any documents discussed therein. Copies of all such documents are available for inspection at the designated corporate trust office of the Bond Trustee.

GENERAL

As set forth under “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” the Bonds will constitute general obligations of the Corporation secured under the Indenture by (i) the Series 2018A Obligation; and (ii) the money and securities held by the Bond Trustee in certain of the funds under the Indenture. The revenues and expenses of the Credit Group are subject to, among other things, the capabilities of the management of the Credit Group, the confidence of physicians in management, the availability of physicians and trained support staff, changes in the population or the economic condition of the Credit Group’s service area, the level of and restrictions on federal funding of Medicare and federal and state funding of Medicaid, imposition of government wage and price controls, the demand for the Credit Group’s services, increased competition, decreases or delays in third-party reimbursement rates, government regulations and licensing requirements, future economic conditions, and other conditions which are unpredictable and may not be quantifiable or determinable at this time. No representation or assurance is given or can be made that revenues will be realized by the Obligated Group in amounts sufficient to pay debt service on the Series 2018A Obligation and the Bonds when due and to make payments necessary to meet the other obligations of the Obligated Group.

The discussion herein describes risks related to certain existing federal and state laws, regulations, rules and governmental administrative policies and determinations to which the Credit Group Members and the health care industry are subject. Several of the federal statutes and regulations described herein may be substantially modified or repealed in whole or in part. Key elements of President Trump’s administration’s legislative agenda include the repeal or replacement of the Affordable Care Act (as defined and described under the heading “REGULATION OF THE HEALTH CARE INDUSTRY” below), tax reform and financial services reform. As defined and described under the subheading “TAX REFORM” below, tax reform legislation known as the Tax Cuts and Jobs Act was signed into law in late 2017. While attempts to repeal the entirety of the Affordable Care Act have not been successful to date, a key provision of the Affordable Care Act was repealed as part of the Tax Cuts and Jobs Act and additional legislative attempts to repeal or piecemeal dismantle the Affordable Care Act may be introduced in the future. The scope and effect of future legislation cannot be predicted and there are no assurances that any such future legislation will not have a material adverse impact on the Credit Group’s business or financial condition. In addition to statutory changes, regulatory changes and executive actions implemented by the Trump administration could have a material adverse impact on the Credit Group’s business or financial condition. Accordingly, it is possible that the significant risk areas summarized under this caption “BONDHOLDERS’ RISKS” will undergo significant change in the near term.

Adverse consequences arising from one or more of the following risks, or the occurrence of other unanticipated events, could adversely affect the operations or financial performance of the Credit Group Members. This discussion is not, and is not intended to be, exhaustive. The risks discussed below should be read in conjunction with the discussion set forth in Appendix A and the discussion appearing under the caption “REGULATION OF THE HEALTH CARE INDUSTRY” below.

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NONPROFIT HEALTH CARE ENVIRONMENT

The Corporation is a nonprofit corporation, and is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). As a nonprofit tax-exempt organization, the Corporation is subject to federal, state and local laws, regulations, rulings and court decisions relating to its organization and operation, including its operations for charitable purposes. At the same time, the Corporation conducts large-scale complex business transactions and is a major employer in its geographic area. There can be tension between the rules designed to regulate a wide range of charitable organizations and the day-to-day operations of a complex, large health care organization. The operations and practices of nonprofit, tax-exempt health care providers are routinely challenged or criticized for inconsistency or inadequate compliance with regulatory requirements for, and societal expectations of, nonprofit tax-exempt organizations. These challenges in some cases are broader than concerns about compliance with federal and state statutes and regulations, such as Medicare and Medicaid compliance, and instead are examinations of core business practices of the health care organizations. A common theme of these challenges is that nonprofit hospitals may not confer community benefits that exceed or equal the benefit received from their tax-exempt status. Areas that have come under examination have included pricing practices, billing and collection practices, charitable care, methods of providing and reporting community benefit, executive compensation, exemption of property from real property taxation, private use of facilities financed with tax-exempt bonds and others. These challenges and questions have come from a variety of sources, including state attorneys general, the Internal Revenue Service (the “IRS”), labor unions, Congress, state legislatures, and patients, and in a variety of forums, including hearings, audits and litigation.

The following are some examples of the challenges and examinations facing nonprofit health care organizations. They are indicative of a greater scrutiny of the billing, collection and other business practices of these organizations, and may indicate an increasingly more difficult operating environment for health care organizations, including the Credit Group. The challenges and examinations, and any resulting legislation, regulations, judgments, or penalties, could have a material adverse impact on the Credit Group’s business or financial condition.

Congressional Hearings

A number of House and Senate Committees, including the House Committee on Energy and Commerce, the House Committee on Ways and Means and the Senate Finance Committee, have conducted hearings and/or investigations into issues related to nonprofit tax-exempt health care organizations. These hearings and investigations have included a nationwide investigation of hospital billing and collection practices, charity care and community benefit and prices charged to uninsured patients and possible reforms to the nonprofit sector. These hearings and investigations may result in new legislation.

Bond Examinations

The IRS has active programs auditing both the qualification of hospital organizations as Section 501(c)(3) organizations and the qualification of bonds issued for the benefit of such organizations as tax-exempt. The IRS may use detailed information required to be reported on IRS Form 990 - Return of Organizations Exempt From Income Tax (“IRS Form 990”) for this purpose.

IRS Examination of Compensation Practices and Community Benefit

For nearly the past decade, the IRS has been concerned about executive compensation practices of tax-exempt hospitals. In 2004, the IRS began a new program to measure compliance by tax-exempt organizations with requirements that they not pay excessive compensation. In February 2009, the IRS issued its Hospital Compliance Project Final Report (the “IRS Final Report”) that examined tax-exempt organizations’ practices and procedures with regard to compensation and benefits paid to their officers and other defined “insiders.” The IRS Final Report indicated that the IRS (1) will continue to heavily scrutinize executive compensation arrangements, practices and procedures and (2) in certain circumstances, may conduct further investigations or impose fines on tax-exempt organizations.

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The IRS has also undertaken a community benefit initiative directed at hospitals. The IRS Final Report determined that the reporting of community benefit by nonprofit hospitals varied widely, both as to types of programs and expenditures classified as community benefit and the measurement of community benefits. As a result, IRS Form 990 requires detailed disclosure of compensation practices, corporate governance, loans to management and others, joint ventures and other types of transactions, political campaign activities, and other areas the IRS deems to be a compliance risk. IRS Form 990 also requires the disclosure of information on community benefit as well as reporting of information related to tax-exempt bonds, including compliance with the arbitrage rules and rules limiting private-use of bond-financed facilities, including compliance with the safe harbor guidance in connection with management contracts and research contracts. IRS Form 990 is intended to provide enhanced transparency as to the operations of exempt organizations. It is likely that the IRS will use detailed information to assist in its enhanced enforcement efforts. See “RISKS RELATED TO TAX-EXEMPT STATUS OF THE OBLIGATED GROUP MEMBERS—Maintenance of Tax-Exempt Status” below.

Schedule H of IRS Form 990, which hospitals and health systems must use to report their community benefit activities, has been revised to require details on how a hospital determines eligibility for free or discounted care (if the federal poverty guidelines are not used). Consistent with Section 501(r) of the Code, Schedule H now requires hospitals to describe billing and collection practices permitted under the hospital facility’s policies, as well as information about the hospital’s emergency medical care policy. Hospitals must complete all of Schedule H for the 2016 tax year, including lines that relate to community health needs assessments.

Litigation Relating to Billing and Collection Practices

Over the past several years, lawsuits have been filed in both federal and state courts alleging, among other things, that hospitals have failed to fulfill their obligations to provide charity care to uninsured patients and have overcharged uninsured patients. Some of these cases have since been dismissed by the courts and some hospitals and health systems have entered into substantial settlements. A number of cases are still pending in various courts around the country with inconsistent results and others could be filed. No Credit Group Member is currently a defendant in litigation relating to billing and collection practices.

Challenges to Real Property Tax Exemptions

The real property tax exemptions afforded to certain nonprofit health care providers by state and local taxing authorities have been challenged on the grounds that the health care providers were not engaged in sufficient charitable activities. These challenges have been based on a variety of grounds, including allegations of aggressive billing and collection practices, excessive financial margins and operations that closely resemble for-profit businesses. Several of these disputes have been determined in favor of the taxing authorities or have resulted in settlements. In addition, some states have proposed overhauling their property tax exemption laws. While management of the Credit Group is not aware of any current challenge to the tax exemption afforded to any material real property of the Credit Group, there can be no assurance that these types of challenges will not occur in the future.

Attorneys General and Other State Oversight or Audits

State nonprofit corporations, including the Credit Group Members, are subject to oversight and examination by the Indiana Attorney General to ensure their charitable purposes are being carried out, that their fundraising and investment activities comply with state law and that the terms of charitable gifts are followed. In addition, state legislatures may direct state executive bodies to monitor or audit levels of charity care being provided in nonprofit hospitals.

Charity Care

Some state legislatures have attempted to pass legislation mandating charity care levels or imposing other requirements relating to charity care. Management of the Credit Group cannot predict whether such legislation will

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be implemented in Indiana in the future and cannot predict the affect it may have on the Credit Group’s financial condition, though such effect may be material.

RISKS RELATED TO TAX-EXEMPT STATUS OF THE CREDIT GROUP MEMBERS

Maintenance of Tax-Exempt Status

The maintenance by an entity of its status as an organization described in Section 501(c)(3) of the Code is contingent upon compliance with general rules promulgated in the Code and related regulations regarding the organization and operation of tax-exempt entities, including their operation for charitable and educational purposes and their avoidance of transactions that may cause their assets to inure to the benefit of private individuals. Loss of tax-exempt status by an Obligated Group Member could result in loss of tax exemption of interest on the Obligated Group’s outstanding tax-exempt bonds and defaults in covenants regarding such outstanding tax-exempt bonds would likely result. Such an event would also have other material adverse consequences on the business and financial condition of the Credit Group. Management of the Corporation is not aware of any transactions or activities currently ongoing that are likely to result in the revocation of the Corporation’s tax-exempt status.

The IRS has announced that it intends to closely scrutinize transactions between not-for-profit corporations and for-profit entities, and in particular has issued audit guidelines for tax-exempt hospitals. As these general principles were developed primarily for public charities that do not conduct large-scale technical operations and business activities, they often do not adequately address the myriad of operations and transactions entered into by a modern health care organization. Although traditional activities of health care systems, such as medical office building leases and compensation arrangements and other contracts with physicians, have been the subject of interpretations by the IRS in the form of Private Letter Rulings, many activities have not been addressed in any official opinion, interpretation or policy of the IRS. Because the Credit Group Members conduct large-scale and diverse operations involving private parties, there can be no assurances that certain of their transactions would not be challenged by the IRS. The Credit Group Members participate in a variety of transactions and joint ventures with physicians either directly or indirectly. Management of the Corporation believes that the transactions and joint ventures to which Credit Group Members are a party are consistent with the requirements of the Code as to tax-exempt status, but, as noted above, there is uncertainty as to the state of the law.

The Affordable Care Act also contains requirements for tax-exempt hospitals through Section 501(r) of the Code. Under the Affordable Care Act, each tax-exempt hospital facility is required to (i) conduct a community health needs assessment at least every three years and adopt an implementation strategy to meet the identified community needs, (ii) adopt, implement and widely publicize a written financial assistance policy that contains minimum statutory and regulatory requirements and a policy to provide emergency medical treatment without discrimination, (iii) limit charges to individuals who qualify for financial assistance under such tax-exempt hospital’s financial assistance policy to no more than the amounts generally billed to individuals who have insurance covering such care and refrain from using “gross charges” when billing such individuals, and (iv) refrain from taking extraordinary collection actions without first making reasonable efforts to determine whether the individual is eligible for assistance under such tax-exempt hospital’s financial assistance policy.

On December 29, 2014, the Secretary of the Treasury issued final regulations under Section 501(r) of the Code that provide detailed and comprehensive guidance relating to requirements for community health needs assessments, financial assistance policies, emergency medical care policies, limitations on charges and billing and collection practices, and also provide guidance on consequences of failure to satisfy Section 501(r) requirements. These final regulations are complex and are administratively burdensome to implement. Generally, the regulations apply to tax years beginning after December 29, 2015, and provide that a hospital organization may rely on a reasonable, good faith interpretation of the Section 501(r) requirements for tax years beginning on or before December 29, 2015, which may include compliance with certain prior proposed regulations under Section 501(r). In general, certain failures to comply with Section 501(r) requirements may be corrected if such failures are not willful or egregious and certain correction and disclosure procedures are followed. In other circumstances, an organization’s failure to meet one or more Section 501(r) requirements could endanger the organization’s Section

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501(c)(3) status as of the first day of the tax year in which a failure occurs. In addition, an organization may be subject to certain excise taxes if a hospital facility fails to maintain the requirements concerning community health needs assessments.

The Taxpayers Bill of Rights 2, referred to for purposes of this Offering Memorandum as the “Intermediate Sanctions Law,” allows the IRS to impose “intermediate sanctions” against certain individuals in circumstances involving the violation by tax-exempt organizations of the prohibition against private inurement. Prior to the enactment of the Intermediate Sanctions Law, the only sanction available to the IRS was revocation of an organization’s tax-exempt status. Intermediate sanctions may be imposed in situations in which a “disqualified person” (such as an “insider”) (i) engages in a transaction with a tax-exempt organization on other than a fair market value basis, (ii) receives unreasonable compensation from a tax-exempt organization or (iii) receives payment in an arrangement that violates the prohibition against private inurement. These transactions are referred to as “excess benefit transactions.” A disqualified person who benefits from an excess benefit transaction will be subject to an excise tax equal to 25% of the amount of the excess benefit. Organizational managers who participate in the excess benefit transaction knowing it to be improper are subject to an excise tax equal to 10% of the amount of the excess benefit, subject to a maximum penalty of $10,000. A second penalty, in the amount of 200% of the excess benefit, may be imposed on the disqualified person (but not upon the organizational manager) if the excess benefit is not corrected within a specified period of time.

In certain cases, the IRS has imposed substantial monetary penalties and future charity care or public benefit obligations on tax-exempt hospitals in lieu of revoking their tax-exempt status, as well as requiring that certain transactions be altered, terminated or avoided in the future and/or requiring governance or management changes. These penalties and obligations are typically imposed on the tax-exempt hospital pursuant to a “closing agreement” with respect to the hospital’s alleged violation of Section 501(c)(3) exemption requirements. Given the uncertainty regarding how tax-exemption requirements may be applied by the IRS, the Credit Group Members are, and will be, at risk for incurring monetary and other liabilities imposed by the IRS through this “closing agreement” or similar process. Like certain of the other business and legal risks described herein which apply to large multi-hospital systems, these liabilities are probable from time to time and could be substantial, in some cases involving millions of dollars, and in extreme cases could be materially adverse.

The IRS has periodically conducted audit and other enforcement activity regarding tax-exempt health care organizations. Certain audits are conducted by teams of revenue agents, often take years to complete and require the expenditure of significant staff time by both the IRS and the audited organization. These audits examine a wide range of possible issues, including tax-exempt bond financings, partnerships and joint ventures, unrelated business income tax, retirement plans and employee benefits, employment taxes, political contributions and other matters.

In recent years, the IRS has increased the frequency and scope of its audit and other enforcement activity regarding tax-exempt organizations. If the IRS were to find that a Credit Group Member has participated in activities in violation of certain regulations or rulings, the tax-exempt status of such entity could be in jeopardy. Although the IRS has not frequently revoked the 501(c)(3) tax-exempt status of nonprofit corporations, it could do so in the future. Loss of tax-exempt status by an Obligated Group Member potentially could result in loss of tax exemption of the tax-exempt debt of Obligated Group, and defaults in covenants regarding the tax-exempt debt and other obligations likely would be triggered. Loss of tax-exempt status also could result in substantial tax liabilities on income of the Credit Group.

State and Local Tax Exemption

State, county and local taxing authorities undertake audits and reviews of the operations of tax-exempt health care providers with respect to their real property tax exemptions. In some cases, particularly where authorities are dissatisfied with the amount of services provided to indigents, the real property tax-exempt status of the health care providers has been questioned. For example, a court in New Jersey decided that a nonprofit hospital should pay property taxes on almost all of its property because it did not meet the legal test that it operated as a nonprofit, charitable organization during certain years. The majority of the real property of the Credit Group Members is currently exempt from real property taxation. Although the real property tax exemptions of the Credit

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Group Members with respect to core health care facilities have not, to the knowledge of management of the Corporation, been under challenge or investigation, an audit could lead to a challenge that could adversely affect the real property tax exemptions of Credit Group Members.

It is not possible to predict the scope or effect of future legislative or regulatory actions with respect to taxation of nonprofit corporations. There can be no assurance that future changes in the laws and regulations of state or local governments will not materially adversely affect the financial condition of the Credit Group by requiring payment of income, local property or other taxes.

Unrelated Business Income

In recent years, the IRS and state, county and local tax authorities have audited the operations of tax-exempt hospitals and health care systems with respect to their exempt activities and the generation of unrelated business taxable income, or “UBTI.” Most hospitals and health care systems participate in activities that may generate UBTI. An investigation or audit could result in assessment of taxes, interest and penalties with respect to unreported UBTI and in some cases ultimately could affect the tax-exempt status of such entity, as well as the exclusion from gross income for federal income tax purposes of the interest payable on tax-exempt debt of the Obligated Group.

Limitations on Contractual and Other Arrangements Imposed by the Internal Revenue Code

As tax-exempt organizations, the Credit Group Members are limited with respect to the use of practice income guarantees, reduced rent on medical office space, low interest loans, joint venture programs and other means of recruiting and retaining physicians. Uncertainty in this area has been reduced somewhat by the issuance by the IRS of guidelines on permissible physician recruitment practices. The IRS scrutinizes a broad variety of contractual relationships commonly entered into by hospitals and has issued a detailed audit guide suggesting that field agents scrutinize numerous activities of the hospitals in an effort to determine whether any action should be taken with respect to limitations on or revocation of their tax-exempt status or assessment of additional tax. Any suspension, limitation, or revocation of the tax-exempt status of a Credit Group Member or assessment of significant tax liability would have a materially adverse effect on the Credit Group.

Cost of Capital

From time to time, Congress has considered and is considering revisions to the Code that may prevent or limit access to the tax-exempt debt market by borrowers such as the Obligated Group Members. Such legislation, if enacted into law, may have the effect of materially increasing the costs of capital to the Credit Group. See “TAX REFORM” below.

SECURITY AND ENFORCEABILITY

Enforceability of Security Interest in Gross Receivables May Be Limited

The Obligations of the Obligated Group Members issued pursuant to the Master Indenture, including the Series 2018A Obligation, are general obligations of the Obligated Group Members. The Master Indenture will be secured by the security interest in the Gross Receivables of the Obligated Group described under the heading “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” above.

The enforceability, priority and perfection of the security interest in Gross Receivables created under the Master Indenture and the ability to receive and realize on the same may be limited by a number of factors, including, without limitation: (1) provisions prohibiting the direct payment of amounts due to health care providers from Medicaid and Medicare programs to persons other than such providers; (2) the absence of an express provision permitting assignment of receivables due under the contracts between the Obligated Group Members and third party payors and present or future legal prohibitions against assignment; (3) certain judicial decisions which cast doubt

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upon the right of the Master Trustee, in the event of the bankruptcy of an Obligated Group Member, to collect and retain accounts receivable from Medicare, Medicaid and other governmental programs; (4) commingling of proceeds of accounts receivable with other moneys of the Obligated Group Members not so pledged under the Master Indenture; (5) statutory liens; (6) rights arising in favor of the United States of America or any agency thereof; (7) constructive trusts or equitable or other rights impressed or conferred thereon by a federal or state court in the exercise of its equitable jurisdiction; (8) federal and state laws governing fraudulent transfers as discussed above; (9) federal bankruptcy laws that may affect the enforceability of the Master Indenture or the security interest in the Gross Receivables; (10) rights of third parties in Gross Receivables converted to cash and not in the possession of the Master Trustee; and (11) claims that might arise if appropriate financing or continuation statements or amendments of financing statements are not filed in accordance with the Uniform Commercial Code of the applicable state, as from time to time in effect.

Accounts receivable of the Obligated Group Members which constitute Gross Receivables and are pledged as security under the Master Indenture may be sold or pledged if such sale or pledge is in accordance with the provisions of the Master Indenture. If a prior security interest in accounts receivable is granted, the Master Trustee’s security interest therein would be subordinated to such prior interest and the holders of such prior security interest would have a claim to the Obligated Group’s accounts receivable prior to the security interest therein which secures all Obligations. The lien created under the Master Indenture on accounts receivable sold pursuant to the Master Indenture would terminate and be immediately released upon any such sale.

With respect to receivables and revenues not subject to the security interest, or where such security interest was unenforceable, the Master Trustee would occupy the position of an unsecured creditor.

Enforceability of the Master Indenture and the Series 2018A Obligation

Each Obligated Group Member has made a covenant in the Master Indenture to make payments when due under the Master Indenture and on the Obligations issued under the Master Indenture, including the Series 2018A Obligation. The Series 2018A Obligation is a joint and several obligation of each Obligated Group Member. The enforceability of the joint and several obligations of each Obligated Group Member is uncertain. As a consequence, the property of the Obligated Group Members that are not the beneficiaries of the proceeds of the Bonds may not be available to make such payments. The financial results of the Material Credit Group Members will be combined for financial reporting purposes and the financial results of the Designated Affiliates will be used in determining whether various covenants and tests contained in the Master Indenture are met, notwithstanding the uncertainties as to the enforceability described in the preceding paragraphs and below.

In addition, the joint and several obligations described herein of the Obligated Group Members to make payments on Obligations issued under the Master Indenture (including transfers in connection with voluntary dissolution or liquidation) and certain limitations the Master Indenture imposes upon the Designated Affiliates, may not be enforceable to the extent (1) enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights and by general equitable principles and (2) such payments (i) are requested with respect to payments on an Obligation which are issued for the benefit of a Member other than the Member from which such payment is requested and which was issued for a purpose which is not consistent with the charitable purposes of the Obligated Group Member from which such payment is requested or which are issued for the benefit of any Obligated Group Member which is not a tax exempt organization; (ii) are requested to be made from any moneys or assets which are donor restricted or which are subject to a direct or express trust which does not permit the use of such moneys or assets for such a payment; (iii) would result in the cessation or discontinuation of any material portion of the health care or related services previously provided by the Obligated Group Member from which such payment is requested; or (iv) are requested to be made pursuant to any loan violating applicable usury laws. The extent to which the assets of any future Obligated Group Member may fall within the categories (i), (ii) and (iii) above with respect of the Bonds cannot now be determined. The amount of such assets that could fall within such categories could be substantial.

Special counsel to the Obligated Group will deliver an opinion concurrently with the delivery of the Bonds to the effect that the Master Indenture and the Series 2018A Obligation are enforceable in accordance with their

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terms. However, such opinion will be qualified as to the joint and several obligation of the Obligated Group Members to make payments of debt service on the Series 2018A Obligation. In such opinion of such special counsel, such joint and several obligation may not be enforceable against an Obligated Group Member under certain circumstances, including:

• To the extent payments on the Series 2018A Obligation are requested to be made from assets of such Obligated Group Member which are donor-restricted or which are subject to a direct, express or charitable trust which does not permit the use of such assets for such payments.

• To the extent payments on the Series 2018A Obligation would result in the cessation or discontinuation of any material portion of the health care or related services previously provided by such Obligated Group Member.

These limitations on the enforceability of the joint and several obligations of the Obligated Group Members on the Series 2018A Obligation also apply to their obligations on other Obligations. If the obligation of a particular Obligated Group Member to make payment on an Obligation is not enforceable, and payment is not made on such Obligation when due in full, then an Event of Default will arise under the Master Indenture.

An Obligated Group Member may not be required to make payments on or provide amounts for the payment of an Obligation, including the Series 2018A Obligation, issued by or for the benefit of another entity if and to the extent that any such payment or transfer would render such Obligated Group Member insolvent or would conflict with or not be permitted by or would be subject to recovery for the benefit of other creditors of such Obligated Group Member under applicable fraudulent conveyance, bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights. There is no clear precedent in the law as to whether payments on Obligations (including the Series 2018A Obligation) by an Obligated Group Member may be voided by a trustee in bankruptcy in the event of a bankruptcy of such Obligated Group Member, or by third-party creditors in an action brought pursuant to state fraudulent conveyances statutes. Under the United States Bankruptcy Code, a trustee in bankruptcy and, under state fraudulent conveyance statutes, a creditor of a related guarantor, may avoid any obligation incurred by a related guarantor if, among other bases therefor, (1) the guarantor has not received fair consideration or reasonably equivalent value in exchange for the guaranty, and (2) the guaranty renders the guarantor insolvent, as defined in the United States Bankruptcy Code or state fraudulent conveyances statutes, or the guarantor is undercapitalized. Under such principles, the obligation of an Obligated Group Member to make payments on Obligations (including the Series 2018A Obligation) that secures Related Bonds (including the Bonds) not issued for the direct benefit of such Obligated Group Member may be considered a guaranty.

Application by courts of the tests of “insolvency,” “reasonably equivalent value” and “fair consideration” has resulted in a conflicting body of case law. If judicial action were brought to compel an Obligated Group Member to make a payment on an Obligation (including the Series 2018A Obligation), a court might not enforce such payment in the event it is determined that sufficient consideration for the Member’s obligation was not received, or that the incurrence of such obligation has rendered or will render the Member insolvent, or the Member is or will thereby become undercapitalized.

In addition, state courts have common law authority and authority under state statutes to terminate the existence of a nonprofit corporation or undertake supervision of its affairs on various grounds, including a finding that such corporation has insufficient assets to carry out its stated charitable purposes or has taken some action which renders it unable to carry out such purposes. Such action may arise on the court’s own motion or pursuant to a petition of the state attorney general or such other persons who have interests different from those of the general public, pursuant to the common law and statutory power to enforce charitable trusts and to see to the application of their funds to their intended charitable uses.

An action to enforce a charitable trust and to see to the application of its funds could also arise if an action to enforce the obligation to make payments on an Obligation would result in the cessation or discontinuation of any

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material portion of the health care or related service previously provided by the Obligated Group Member from which payment is requested.

Limited Use of Obligated Group Facilities

The health care facilities of the Obligated Group Members are not general purpose buildings and may not be suitable for industrial or commercial use. Consequently, if an event of default were to occur and the Bond Trustee or the Master Trustee were in a position to sell or lease the facilities as a result of the exercise of available remedies, it could be difficult to find a buyer or lessee. As a result, the Bond Trustee or the Master Trustee may not obtain an amount sufficient to satisfy obligations on the Bonds or the Series 2018A Obligation, whether pursuant to a judgment against any Obligated Group Member or otherwise.

Series 2018A Obligation and the Bonds

Certain amendments to the Master Indenture may be made without the consent of the owners of the Obligations. Certain other amendments to the Master Indenture may be made with the consent of the owners of not less than a majority of the aggregate principal amount of the outstanding Obligations. Amendments to the Master Indenture may be obtained with the consent of the owners of Obligations other than the Series 2018A Obligation. The Bond Trustee is considered the holder of the Series 2018A Obligation. Certain amendments to the Indenture may be made with the consent of the owners of not less than a majority of the outstanding principal amount of the Bonds. Such amendments may adversely affect the security of owners of the Bonds.

Enforceability of Remedies

The remedies available to the Bond Trustee, the Master Trustee, and the beneficial owners of the Bonds upon an event of default under the Indenture and the Master Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including, specifically, the Bankruptcy Code, the remedies provided in the Indenture and the Master Indenture may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by general principles of equity and by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors’ generally and laws relating to fraudulent conveyances.

Bankruptcy

In the event an Obligated Group Member files for protection from creditors under the United States Bankruptcy Code, the rights and remedies of the Owners of the Bonds would be subject to various provisions of the United States Bankruptcy Code. If an Obligated Group Member were to commence a proceeding in bankruptcy, payments made by that Obligated Group Member during the 90-day period immediately preceding such commencement (or, under certain circumstances, during the preceding one-year period) may be voided as preferential transfers to the extent such payments allow the recipients thereof to receive more than they would have received in the event of the liquidation of such Obligated Group Member. Security interests and other liens granted by such Obligated Group Member to the Bond Trustee or the Master Trustee and perfected during such preference period may also be voided as preferential transfers to the extent such security interest or other lien secures obligations that arose prior to the date of such grant or perfection.

A bankruptcy filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against such Obligated Group Member and its property and as an automatic stay of any act or proceeding to enforce a lien upon or to otherwise exercise control over its property as well as various other actions to enforce, maintain or enhance the rights of the Bond Trustee and the Master Trustee. If the bankruptcy court so ordered, the property of such Obligated Group Member could be used for the financial rehabilitation of such Obligated Group Member despite any security interest of the Bond Trustee or the Master Trustee therein. The rights of the Bond Trustee and the Master Trustee to enforce their respective interests and other liens could be delayed during the pendency of the rehabilitation proceeding.

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An Obligated Group Member could also file a plan for the adjustment of its debts in any such proceeding which could include provisions modifying or altering the rights of creditors generally, or any class of them, secured or unsecured. The plan, when confirmed by a court, binds all creditors who had notice or knowledge of the plan and, with certain exceptions, discharges all claims against the debtor to the extent provided for in the plan. No plan may be confirmed unless certain conditions are met, among which are conditions that the plan be feasible and that it shall have been accepted by each class of claims impaired thereunder. Each class of claims has accepted the plan if at least two-thirds in dollar amount and more than one-half in number of the class cast votes in its favor. Even if the plan is not so accepted, it may be confirmed if 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. Any such plan could adversely affect the beneficial owners of the Bonds.

Under the provisions of the new amendments to the United States Bankruptcy Code, a bankruptcy court could appoint a patient advocate, the cost of which would be an administrative expense of the estate and certain reimbursements from federal agencies could be discontinued.

In addition, the bankruptcy of a health plan or physician group that is a party to a significant managed care arrangement with one or more Credit Group Members, or that of any significant contract payor obligated to any one or more Credit Group Members, could have a material adverse impact on the Credit Group’s business or financial condition.

PATIENT SERVICE REVENUES

General

Net patient service revenues realized by the Credit Group Members are derived from a variety of sources and will vary among the individual facilities owned and operated by the Credit Group Members and also among the various market areas and regions in which such facilities are located. A substantial portion of the net patient service revenues of the Credit Group Members is derived from third-party payors. These third-party payors include the federal Medicare program, the Indiana Medicaid program and commercial health plans and insurers, including managed care organizations such as health maintenance organizations (“HMOs”) and preferred provider organizations (“PPOs”). Many third-party payor programs make payments to Credit Group Members in amounts that may not reflect the direct and indirect costs of the Credit Group Members in providing services to the insured patients. Federal deficit reduction efforts have slowed the growth of federal Medicare and Medicaid spending, as discussed below. Additionally, the financial performance of the Credit Group has been, and in the future could be, adversely affected by the financial position or the insolvency or bankruptcy of or other delay in receipt of payments from third-party payors.

See Appendix A—“FINANCIAL INFORMATION—Sources of Revenue” for a breakdown of payment sources including Medicare and Medicaid.

Commercial Third-Party Payors

The Credit Group’s ability to develop and expand its services and, therefore, profitability, also is dependent upon its ability to enter into contracts with commercial third-party payors at competitive rates. There can be no assurance that it will be able to attract commercial third-party payors, and where it does, no assurance that it will be able to contract with such payors on advantageous terms. The inability of the Credit Group to contract with a sufficient number of such payors on advantageous terms would have a material adverse impact on the Credit Group’s business and financial condition. Additionally, commercial third-party payors are increasingly attempting to control health care costs through increased utilization reviews, greater enrollment in managed care programs, such as HMOs and PPOs, and directly contracting with hospitals to provide services on a discounted basis. The trend toward consolidation among private managed care payers tends to increase their bargaining power over prices and fee structures. Other health care providers, including some with greater financial resources, greater geographic coverage or a wider range of services, may compete with the Credit Group for opportunities with commercial

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insurers. For example, competitors may negotiate exclusivity provisions with certain managed care plans or otherwise restrict the ability of managed care companies to contract with Credit Group providers.

Managed Care Organizations

Health maintenance organizations, preferred provider organizations and other managed health care systems (collectively, “Managed Care Organizations”) are providers of health care coverage significantly different from traditional commercial insurers. Managed Care Organizations represent a broad continuum of systems generally designed to favorably affect the cost, the site and/or the utilization of health care services from a patient standpoint. As such, they include health maintenance organizations, which generally accept uniform per-employee payments from employers and/or employees with fees based on the number of enrollees and in return agree to provide all, or substantially all, of an enrollee’s health care needs, and preferred provider organizations, which generally negotiate favorable prices with providers and thus create preferred provider arrangements. Managed Care Organizations often rely upon case management analysis to reduce utilization of health care services, including discouraging an enrollee’s admission to a hospital unless determined to be absolutely necessary. As Managed Care Organizations’ enrollment increases, such entities also become significant purchasers of health care services from hospitals and other providers enabling negotiation of separate pricing terms and selection of health providers offering the most cost-effective services. Such case and cost management efforts on behalf of Managed Care Organizations may adversely affect utilization or have a material adverse impact on the Credit Group’s business and financial condition.

Most Managed Care Organizations pay health care facilities on a discounted fee-for-service basis or on a discounted fixed rate per day of inpatient care. The discounts offered to Managed Care Organizations may result in payment at less than actual cost and the volume of patients directed to a health care facility under a Managed Care Organization’s contract may vary significantly from projections. In cases where a Managed Care Organization is a major purchaser of services from a particular health care facility operated by a Credit Group Member (or any future Credit Group Members), a contract rate reduction, contract cancellations, inability to pay, failure to make prompt payment, difficulty in meeting solvency thresholds, business failure or bankruptcy of the Managed Care Organization may have a material adverse impact on the Credit Group’s business and financial condition.

Some Managed Care Organizations employ a “capitation” payment method under which health care providers are paid a predetermined periodic rate for each enrollee in the Managed Care Organization who is “assigned” or otherwise directed to receive care from a particular health care provider. The health care provider may assume financial risk for the cost and scope of institutional care provided. If payment is insufficient to meet the health care provider’s actual cost of care, or if utilization by such enrollees materially exceeds projections, the financial condition of the health care provider could erode rapidly and significantly. In addition to the standard Managed Care Organization risk sharing approach, private health insurance companies are increasingly adopting various additional risk sharing/cost containing measures, sometimes similar to those introduced by government payors. Health care providers may expect health care cost containment and its associated risk sharing to continue to increase in the coming years among all payors.

In recent years, a number of Managed Care Organizations have become insolvent or experienced financial pressure or cash flow issues. Such plans range in size from smaller local provider-based plans to some of the largest plans in the United States. These plans include traditional commercial insurers, as well as health maintenance organizations and preferred provider organizations. Managed Care Organizations that experience financial pressure may slow payment to providers, withhold pay entirely, or utilize claims payment methodology that systematically reduces compensation on a per claim basis. Managed Care Organizations that become insolvent may seek either federal bankruptcy or state insurance insolvency protection. Such bankruptcy or insurance insolvency protection may require that providers repay certain claims to the Managed Care Organization, or result in certain claims becoming uncollectible. It is not possible at this time to predict the future of the managed care industry in general or of specific Managed Care Organizations, or to predict what impact the state of the financial health of such organizations might have on the Credit Group.

The Affordable Care Act imposes, over time, increased regulation of the industry, the use and availability of state-based exchanges in which health insurance can be purchased by certain groups and segments of the

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population, the extension of subsidies and tax credits for premium payments by some consumers and employers, and the imposition upon commercial insurers of certain terms and conditions that must be included in contracts with providers. In addition, the Affordable Care Act imposes many new obligations on states related to health care insurance. It is unclear how the increased federal oversight of state health care may affect future state oversight or affect the Credit Group. The effects of these changes upon the financial condition of any third-party payor that offers health care insurance, rates paid by third-party payors to providers and, thus, the revenues of the Credit Group, and upon the operations, results of operations and financial condition of the Credit Group cannot be predicted.

Alternative Payment Models

It is generally expected that alternative payment models such as value-based purchasing programs that condition reimbursement on patient outcome measures, will become more common and involve a higher percentage of reimbursement amounts. As discussed below in “REGULATION OF THE HEALTH CARE INDUSTRY”, the Affordable Care Act contains a number of health care delivery reform measures intended to promote value-based purchasing in the federal health care programs and commercial third-party payors are increasingly implementing value-based purchasing and other alternative payment models. This rapid volume-to-value reimbursement shift could present financial challenges for the Credit Group and the employed or contracted clinicians with whom the Credit Group partners to deliver care, particularly to the extent they are unable to meet targeted measures.

To keep pace with industry trends, many hospitals and health systems are pursuing clinical integration strategies or other joint ventures with physician groups in order to offer an integrated package of health care services to patients and health care insurers. These integration strategies may take many forms, including (1) management service organizations - organizations that provide physicians or physician groups with a combination of financial and managed care contracting services, office and equipment, office personnel and management information systems, (2) physician-hospital organizations - organizations which are typically jointly owned or controlled by a hospital and physician group for the purpose of managed care contracting, implementation and monitoring, and (3) hospital-based clinics or medical practice foundations, which may purchase and operate physician practices as well as provide all administrative services to physicians. Often the start-up capitalization for such structures, as well as operational deficits, are funded by the sponsoring hospital or health system. Depending on the size and organizational characteristics of a particular strategy, these capital requirements may be substantial. In some cases, the sponsoring hospital or health system may be asked to provide a financial guarantee for the debt of a related entity that is carrying out an integrated delivery strategy. In certain of these structures, the sponsoring hospital or health system may have an ongoing financial commitment to support operating deficits, which may be substantial on an annual or aggregate basis. In addition, participating physicians may seek their independence for a variety of reasons, thus putting the hospital or health system’s investment at risk and potentially reducing its managed care leverage and/or overall utilization. If an integrated delivery system structure is not functionally successful, it may produce materially adverse results that are counterproductive to some or all of its goals.

Joint venture and integrated delivery strategies carry with them the potential for legal or regulatory risks in varying degrees. Such ventures or strategies may call into question compliance with the federal fraud and abuse laws, relevant antitrust laws and federal or state tax-exemption. Such risks will turn on the facts specific to the implementation, operation or future modification of any integrated delivery system. In addition, depending on the type of structure, a wide range of governmental billing and other issues may arise, including questions of the authorization of the entity to bill for or on behalf of the physicians involved. Other related legal and regulatory risks may arise, including employment, pension and benefits, requirements for risk-bearing organizations and corporate practice of medicine, particularly in the current atmosphere of frequent and often unpredictable changes in federal and state legal requirements regarding health care and medical practice. The ability of hospitals or health systems to conduct integrated physician operations may also be altered or eliminated in the future by legal or regulatory interpretation or changes or by health care fraud enforcement. Management of the Corporation believes that current joint ventures and integrated care arrangements to which Credit Group Members are a party are in material compliance with applicable state and federal health care regulatory laws. Nevertheless, there can be no assurance that the Credit Group’s joint ventures or integrated delivery models will not be subject to investigation or otherwise found to be in violation of applicable health care rules and regulations.

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GOVERNMENT REGULATION OF THE HEALTH CARE INDUSTRY

A significant portion of the revenues of the Credit Group is derived from government reimbursement programs including, in particular, the Medicare and Medicaid programs. As a result, the Credit Group Members are subject to all of the federal, state and local laws and regulations related to the Medicare and Medicaid programs. In addition to the Medicare and Medicaid programs, the Credit Group Members and the health care industry in general are subject to regulation by a number of governmental agencies which affect the provision, administration and payment of health care services on both a national and local basis. Health care providers, including the Credit Group Members, have been and will be affected significantly by changes that have occurred in the last several years in federal and state health care laws and regulations, particularly those pertaining to Medicare and Medicaid. See “REGULATION OF THE HEALTH CARE INDUSTRY” below for more information regarding federal and state health care regulations.

FEDERAL BUDGET

Past federal legislation and policy aimed at federal deficit reduction has resulted in across-the-board federal program spending reductions, including yearly reductions in Medicare reimbursement rates. The effect of future government health care funding or federal deficit policy changes on the Credit Group’s business or financial condition is unpredictable. If reimbursement rates paid by governmental payers are reduced or if the scope of services covered by governmental payers is limited, there could be a material adverse effect on the Credit Group’s business or financial condition.

STATE AND LOCAL BUDGETS

From time to time, states face severe financial challenges, including erosion of general fund tax revenues, falling real estate values, slowing economic growth, and relatively high unemployment, each of which may continue to worsen or resist improvement over the coming years. In some states, these factors have resulted in a shortfall between revenue and spending demands. State financial challenges may negatively affect health systems in a number of ways, including elimination or reduction of health care safety net programs (causing a greater number of indigent, uninsured or underinsured patients), reductions in Medicaid reimbursement rates or delays in Medicaid reimbursement payments. The financial challenges may also result in a greater number of indigent, uninsured or underinsured patients who are unable to pay for their care or access primary care facilities.

ECONOMIC RECOVERY AND CREDIT MARKET DISRUPTIONS

The United States economy is unpredictable. Previous disruptions of the credit and financial markets have led to volatility in the securities markets, significant losses in investment portfolios, increased business failures and consumer and business bankruptcies and economic recession. In response to the 2008 recession, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in 2010. The Dodd-Frank Act included broad changes to the existing financial regulatory structure, including the creation of new federal agencies to identify and respond to the financial stability of the United States. In June 2017, the House approved a Dodd-Frank Act repeal bill, which scales back or eliminates many of the post economic crisis rules. The effects of such legislative action, if eventually enacted, are unclear.

The economic climate has adversely affected the health care sector generally. Patient service revenues and inpatient volumes have not increased as historic trends would otherwise indicate. When unemployment rates were increasing nationally, increases in self-pay admissions, increased levels of bad debt and uncompensated care, reduced demand for elective procedures, and reduced availability and affordability of health insurance resulted. The economic climate also increased stresses on state budgets, potentially resulting in reductions in Medicaid payment rates or Medicaid eligibility standards and delays in payment of amounts due under Medicaid and other state or local payment programs. Any similar economic recession in the future could have similar or worse effects.

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TAX REFORM

On December 22, 2017, President Trump signed into law an act entitled, “H.R. 1: An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018,” known as the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”). The Tax Cuts and Jobs Act lowered corporate and individual tax rates and eliminated certain tax preferences and other tax expenditures. The Tax Cuts and Jobs Act also repealed (effective 2019) a key provision of the Affordable Care Act known as the “individual mandate” or the “individual shared responsibility payment”, which imposes a tax on individuals who do not obtain health care insurance. Such repeal of the “individual mandate” may result in a higher uninsured rate, which may adversely affect the financial condition of the Credit Group Members. In addition, the Tax Cuts and Jobs Act precludes the issuance of tax-exempt bonds to advance refund outstanding tax-exempt bonds. The Tax Cuts and Jobs Act could materially impact the market price or marketability of the Bonds (and outstanding bonds of the Obligated Group) and/or availability of borrowed funds for the Credit Group, particularly for capital expenditures, as well as the operations, financial position and cash flows of the Credit Group.

LICENSES, CERTIFICATIONS AND ACCREDITATIONS

The health care facilities of the Credit Group are subject to regulatory action and policy changes by governmental and private agencies that administer Medicare, Medicaid and third-party payment programs, as well as action by, among others, accrediting bodies such as The Joint Commission, and federal, state and local government agencies. Management of the Corporation currently anticipates the Credit Group Members will be successful in renewing or maintaining currently held licenses, certifications or accreditations. Actions in any of these areas could result in a reduction in utilization, revenues or both, or the inability of the Credit Group Members to operate all or a portion of such facilities, and, consequently, could result in a material adverse effect on the Credit Group’s business or financial condition

MALPRACTICE AND GENERAL LIABILITY INSURANCE

In recent years, the number of malpractice and general liability suits and the dollar amount of damage recoveries have increased nationwide, resulting in substantial increases in insurance premiums. Actions alleging wrongful conduct and seeking punitive damages are often filed against hospitals. Litigation may also arise from the corporate and business activities of the Credit Group, including employee-related matters, medical staff and provider network matters and denials of medical staff and provider network membership and privileges. As with professional liability, many of these risks are covered by insurance, but some are not. For example, some antitrust claims, business disputes and workers’ compensation claims are not covered by insurance or other sources and, in whole or in part, may be a liability of the Credit Group if determined or settled adversely. Claims for punitive damages may not be covered by insurance under certain state laws. Although the Corporation currently maintains actuarially determined self-insurance reserves and carry excess malpractice and general liability insurance which management of the Corporation considers adequate, management is unable to predict the availability, cost or adequacy of such insurance in the future. Any judgments or settlements that exceed insurance coverages or self-insurance reserves could have a material adverse impact on the Credit Group’s business or financial condition. Moreover, the Credit Group is not able to predict the cost or availability of any such insurance in the future. See Appendix A hereto, under the heading “INSURANCE.”

FACILITY DAMAGE

Health care facilities are highly dependent on the condition and functionality of their physical facilities. Damage from natural causes, severe weather, fire, deliberate acts of destruction, terrorism or various facility system failures may have a material adverse impact on the Credit Group’s business or financial condition, especially if insurance is inadequate to cover resulting property and business losses.

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INCREASED COMPETITION

The Credit Group will likely face increased competition from other providers of health care that offer health care services to the population which the Credit Group services. This could include the construction of new, or the renovation of existing, hospitals, ambulatory surgical centers and other ambulatory care facilities, free standing emergency facilities, and private laboratory and radiological services. There are also some services that could be provided by others which could be substituted for some of the revenue generating services offered by the Credit Group Members. For example, home care, intermediate nursing care, preventive care, ambulatory care and drug and alcohol abuse programs are services that could serve as substitutes for hospital treatment. Future competition may arise from new sources not currently anticipated or prevalent. Moreover, additional quality measures and future trends toward clinical transparency may have an unanticipated impact on the Credit Group’s competitive position and patient volumes. Additionally, scientific and technological advances, new procedures, drugs and devices, preventive medicine and outpatient health care delivery may reduce utilization and revenues of hospitals in the future or otherwise lead the way to new avenues of competition.

UNCOMPENSATED CARE

Hospital providers across the country continue to see a rise in uncompensated care as a result of increased unemployment or other adverse economic conditions that further increase the proportion of patients who are unable to pay fully for their cost of care. The Tax Cuts and Jobs Act’s repeal of the Affordable Care Act’s “individual mandate” is likely to increase the number of uninsured. Increases in contracted reimbursement rates may not be sufficient to fully offset the increased cost of uncompensated care.

EMPLOYER-RELATED RISKS

Employee Relationships/Retention

The Credit Group employs a large number and wide diversity of employees. The ability of the Credit Group Members to employ and retain qualified employees, including any senior management, and their ability to maintain good relations with such employees and employee unions (if any) affect the quality of services to patients and the financial condition of the Credit Group Members. Employees subject to collective bargaining agreements may include essential nursing and technical personnel, as well as food service, maintenance and other trade personnel. Renegotiation of collective bargaining agreements upon expiration may result in significant cost increases. Employee strikes or other adverse labor actions may have an adverse impact on operations, revenue, and facility reputation. Presently, no employees of the Credit Group Members are represented by labor unions and management of the Corporation is not aware of any efforts to organize employees into any collective bargaining groups. See “EMPLOYEES” in Appendix A.

Professional Staffing Shortage

The health care industry occasionally experiences a scarcity of health care personnel, including nurses, respiratory therapists, radiation technicians, pharmacists and other trained health care technicians. A nursing shortage is currently affecting many geographic areas of the country. It is possible that the nursing shortage will grow and that other professional shortages will reappear in the future. These personnel shortages may result in increased costs and lost revenues from time to time due to the need to hire agency staffing personnel at higher rates, increased compensation levels to retain current personnel, and the inability to operate at capacity due to the staff shortage.

Physician Relationships and Supply

The success of the Credit Group’s business depends in significant part on the number, quality, specialties, and admitting and scheduling practices of admitting physicians. Accordingly, it is essential to the Credit Group’s ongoing business that it attract an appropriate number of quality physicians in the specialties required to support its

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services and that it maintains good relationships with those physicians. A shortage of physicians, especially in primary care, could become a significant issue for health providers in the coming years. In addition, reductions in Medicare or Medicaid reimbursement could lead to physicians relocating their practices in communities with lower Medicare and Medicaid populations. The Credit Group may be required to invest additional resources for recruiting and retaining physicians or may be required to increase the percentage of employed physicians in order to continue serving the growing population base and maintain market share.

In recruiting, retaining and otherwise contracting with physicians, the Credit Group will be limited by rules promulgated by federal or state regulation. Failure to comply with such rules could result in substantial fines, penalties, or exclusion from the federal health care programs. Management of the Corporation believes that the Credit Group Members’ physician arrangements are in material compliance with applicable laws and regulations, but no assurance can be given that regulatory authorities will not take a contrary position or that the Credit Group Members will not be found to have violated applicable law. Additionally, future laws, regulations or policies may have a material adverse impact on the ability of the Credit Group Members to recruit and retain physicians.

Medical Staff Disputes

The primary relationship between a hospital and physicians who practice in it is through the hospital’s organized medical staff. Medical staff bylaws, rules and policies establish the criteria and procedures by which a physician may have his or her privileges or membership curtailed, denied or revoked. Physicians who are denied medical staff membership or certain clinical privileges, or who have membership or privileges curtailed, denied or revoked, often file legal actions against hospitals. Such action may include a wide variety of claims, some of which could result in substantial uninsured damages to a hospital. In addition, failure of the hospital governing body to adequately oversee the conduct of the medical staff may result in hospital liability to third parties. All hospitals, including those owned and operated by the Credit Group Members, are subject to such risk.

AUDITS, EXCLUSIONS, FINES, WITHHOLDS AND ENFORCEMENT ACTIONS

Health care providers participating in Medicare and Medicaid are subject to audits and retroactive audit adjustments by fiscal intermediaries under the Medicare and Medicaid programs. From an audit, a fiscal intermediary may conclude that services may not have been provided under the direct supervision of a physician (to the extent so required), that a patient should not have been characterized as an inpatient, that certain services provided prior to admission as an inpatient should not have been billed as outpatient services, or that certain required procedures or processes were not satisfied, or that certain costs were unreasonable, not allowable, not incurred or incorrectly classified. As a consequence, payments may be retroactively disallowed or recouped. Regulations also provide for withholding of payments in certain circumstances, and such withholdings could have a substantial adverse effect on the financial condition of the health care provider, including, the Credit Group Members. Under certain circumstances, payments made may be determined to have been made as a consequence of improper claims subject to the federal and state statutes, subjecting the health care provider to civil or criminal sanctions. The Credit Group Members, as health care providers, are subject to all such risks. See the information under the heading “REGULATION OF THE HEALTH CARE INDUSTRY.”

INFORMATION SYSTEMS

The ability to adequately price and bill health care services and to accurately report financial results depends on the integrity of the data stored within information systems, as well as the operability of such systems. Information systems require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards. There can be no assurance that efforts to upgrade and expand information systems capabilities, protect and enhance these systems, and develop new systems to keep pace with continuing changes in information processing technology will be successful or that additional systems issues will not arise in the future.

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Electronic media is standard for clinical operations, medical records and order entry functions. The reliance on information technology for these purposes imposes new expectations on physicians and other workforce members to be adept in using and managing electronic systems. It also introduces risks related to patient safety, and to the privacy, accessibility and preservation of health information. Technology malfunctions or failure to understand and use information systems properly could result in the dissemination of or reliance on inaccurate information, as well as in disputes with patients, physicians and other health care professionals. Health information systems may also be subject to different or higher standards or greater regulation than other information technology or the paper-based systems previously used by health care providers, which may increase the cost, complexity and risks of operations. All of these risks may have adverse consequences on hospitals and health care providers. Additionally, future government regulation and adherence to technological advances could result in an increased need of the Credit Group Members to implement new technology. Such implementation could be costly and is subject to cost overruns and delays in application, which could negatively affect the financial condition of the Credit Group.

CYBER-ATTACKS

Despite the implementation of network security measures by the Credit Group Members, Credit Group information technology systems may be vulnerable to breaches, hacker attacks, computer viruses, physical or electronic break-ins and other similar events or issues. The Federal Bureau of Investigation has expressed concern that health care systems are a prime target for such cyber-attacks due to the mandatory transition from paper records to electronic health records and a higher financial payout for medical records in the black market and cyber-attacks specifically targeting health systems have been occurring more frequently. Such events or issues could lead to the inadvertent disclosure of protected health information or other confidential information or could have an adverse effect on the ability of the Credit Group Members to provide health care services. Any breach or cyber-attack that comprises patient data could result in negative press and substantial fines or penalties for violation of HIPAA (defined below) or similar state privacy laws. See “REGULATION OF THE HEALTH CARE INDUSTRY” below.

ANTITRUST

Antitrust liability may arise in a wide variety of circumstances, including medical staff privilege disputes, contracting with commercial insurers, Managed Care Organizations and other third-party payors, physician relations, joint ventures, merger, affiliation and acquisition activities and certain pricing or salary setting activities, as well as other areas of activity. The application of the federal and state antitrust laws to health care is still evolving, and enforcement activity by federal and state agencies appears to be increasing. Violators of the antitrust laws may be subject to criminal and/or civil enforcement by federal and state agencies, as well as by private litigants in certain instances. At various times, a Credit Group Member may be subject to an investigation or inquiry by a governmental agency charged with the enforcement of the antitrust laws, or may be subject to administrative or judicial action by a federal or state agency or a private party. Common areas of potential liability are joint action among providers with respect to third-party payor contracting and medical staff credentialing. With respect to third- party payor contracting, a Credit Group Member may, from time to time, be involved in joint contracting activity with hospitals, physicians or other providers. The precise degree, if any, to which this or similar joint contracting activities may expose the participants to antitrust risk is dependent on a myriad of factual matters. Physicians who are subject to adverse peer review proceedings may file federal antitrust actions against hospitals and seek treble damages. Health care providers, including the Credit Group Members, regularly have disputes regarding credentialing and peer review, and therefore may be subject to liability in this area. In addition, health care providers occasionally indemnify medical staff members who are involved in such credentialing or peer review activities, and may, therefore, also be liable with respect to such indemnity.

MARKET RISK AND INTEREST RATE SWAPS

The Credit Group has significant holdings in a broad range of investments. Market fluctuations have affected and will continue to affect the value of those investments and those fluctuations may be, and historically have been, material. The market disruption has exacerbated the market fluctuations and has negatively affected over

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certain time periods the investment performance of securities in the Credit Group’s portfolio. Investment income (including both realized and unrealized gains on investments) has contributed significantly to the Credit Group’s financial results over recent years.

Variable Rate Exposure

Certain bonds issued for the benefit of the Obligated Group Members are variable rate obligations (“Variable Rate Bonds”), the interest rates on which could rise. Such interest rates vary on a periodic basis and may be converted to a fixed interest rate. This protection against rising interest rates is not unrestricted, however, because the Obligated Group would be required to continue to pay interest at the variable rate until such obligations are converted to a fixed rate pursuant to the terms of the applicable transaction documents. Turmoil in the financial markets and supply-demand imbalances have in the past triggered sudden and significant increases in interest costs for many issuers (and conduit borrowers) of taxable and tax-exempt debt, and such market dislocations may occur in the future.

Credit/Liquidity Provider Risks

A weakening of the economy could have a material negative impact upon not only the Obligated Group, but also the credit and liquidity providers that support certain of the Variable Rate Bonds, and could impair their ability to pay draws on the respective credit or liquidity facility. The credit market instability has also caused a number of financial institutions to restrict lending, including the extension of liquidity and credit facilities. This has also resulted in the unwillingness of certain financial institutions to extend the term of existing liquidity facilities or credit facilities. No assurance can be given that any existing credit facility or liquidity facility providers of the Obligated Group will renew existing liquidity facilities or credit facilities beyond their current expiration dates or that the Obligated Group will be able to obtain an alternate credit or liquidity facility for its Variable Rate Bonds. No assurance can be given that the liquidity facility providers will provide funds to purchase tendered Variable Rate Bonds or honor draws on the liquidity facilities to fund such purchases.

In general, the ability of a variable rate bondholder to tender its variable rate bond for purchase is dependent on the ability of the remarketing agent to remarket tendered variable rate bonds or the ability of the liquidity provider to purchase such bonds. If variable rate obligations cannot be remarketed following their tender, or converted to another interest rate mode, the Obligated Group will be required to pay the purchase price of tendered and unremarketed bonds with funds provided under liquidity or credit facilities or its own funds. If such Variable Rate Bonds are purchased by a liquidity facility provider, they generally will be subject to more rapid amortization and will also bear interest at a significantly higher rate. In addition, the interest rate on such obligations from time to time has fluctuated significantly and may increase the Obligated Group’s cost of capital. Previous upheavals in the financial markets have made the ability to remarket variable rate bonds difficult. No assurance can be given that the remarketing agents will be successful in remarketing the Variable Rate Bonds.

The reader is advised to refer to Appendix A and Appendix B of this Offering Memorandum for specific information about the effects of these factors upon the recent financial performance, financial condition and debt portfolio of the Obligated Group. In particular, reference is made to information in Appendix A—“MANAGEMENT’S DISCUSSION OF FINANCIAL PERFORMANCE.”

In addition, the Obligated Group may in the future issue Obligations to credit facility providers in connection with the issuance in the future of variable rate bonds for the benefit of the Obligated Group. Such subsequently issued variable rate debt may provide for optional or mandatory tender of such variable rate bonds by the holders thereof. In the event that tendered variable rate bonds are not remarketed to other investors and are purchased with funds advanced by the credit facility provider, such bonds may bear interest at higher rates, and may be subject to repayment on earlier dates than would otherwise be the case if not purchased with funds provided by the credit facility provider. Agreements with future credit facility providers are likely to include representations, covenants and agreements in addition to those contained in the Master Indenture. An event of default under any such agreement could result in an event of default under the Master Indenture. The covenants in such agreements may be

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waived or modified with the consent of the credit facility provider and without the consent of or notice to any owner of the Bonds.

No Third-Party Liquidity Support for Certain Variable Rate Bonds

As of the issue date of the Bonds, the obligation to purchase certain Variable Rate Bonds upon optional or mandatory tender on the applicable mandatory tender date is not supported, or the applicable documents provide that under certain circumstance they are not required to be supported, by a third-party liquidity facility or by a covenant of the Obligated Group to maintain a certain level of liquid assets, although the Obligated Group may deliver a liquidity facility or a credit facility for such Variable Rate Bonds at a later date. Investors should consider the Obligated Group’s ability to access the debt markets and liquidity. See Appendix A—“FINANCIAL INFORMATION.”

Interest Rate Swaps

Certain Obligated Group Members may utilize interest rate hedges, or swap agreements, to manage exposure to interest rate fluctuations. Swap agreements are subject to periodic “mark-to-market” valuations and may, at any time, have a negative value (which could be substantial) to the applicable Obligated Group Member. Changes in the market value of such swap agreements could negatively or positively impact the operating results and financial condition of the applicable Obligated Group Member, and such impact could be material. Any of the swap agreements to which an Obligated Group Member is a party may be subject to early termination upon the occurrence of certain specified events. If either the applicable Obligated Group Member or the counterparty terminates such an agreement when the agreement has a negative value to the applicable Obligated Group Member, the applicable Obligated Group Member could be obligated to make a termination payment to the applicable swap counterparty in the amount of such negative value, and such payment could be substantial and potentially materially adverse to the financial condition of the applicable Obligated Group Member. In the event of an early termination of a swap agreement, there can be no assurance that (i) the applicable Obligated Group Member will receive any termination payment payable to it by the respective swap provider, (ii) the applicable Obligated Group Member will not be obligated to or will have sufficient monies to make a termination payment payable by it to the applicable swap provider, or (iii) the applicable Obligated Group Member will be able to obtain a replacement swap agreement with comparable terms. For information about the swap agreements to which Obligated Group Members are a party, see Appendix A—“FINANCIAL INFORMATION.”

Certain swap agreements entered into by the Obligated Group may require that the Obligated Group secure its obligations under such agreements by pledging collateral. The ability of the Obligated Group to pledge its assets is limited by the Master Indenture. If the Obligated Group were unable to pledge sufficient collateral, the counterparty would have the right to terminate the swap agreement.

SWAP COUNTERPARTY AND CREDIT PROVIDER COVENANTS

The Obligated Group has entered into, (1) reimbursement agreements or similar documents with banks providing credit and liquidity support for certain bonds issued for the benefit of the Obligated Group and (2) continuing covenant agreements with the purchasers of certain privately placed bonds (such banks and bond purchasers, collectively, the “Banks”). The Obligated Group may also enter into similar agreements in the future. The Obligated Group’s obligations to such Banks are secured, or may be secured, by Obligations issued under the Master Indenture. Such agreements described above with the Banks also contain the Bank Covenants. Bank Covenants can be waived, modified or amended at the sole discretion of the related Banks. Consent of the Bondholders, the Bond Trustee or the Master Trustee is not necessary to waive or amend these covenants. Failure by the Obligated Group to make payments due on the related Obligations, or failure by the Obligated Group to comply with the applicable Bank Covenants could cause an Event of Default under the Master Indenture and result in the acceleration of such Obligations, if such acceleration is provided for in the Related Supplement.

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In addition, the Bank Supplemental Master Indenture includes certain covenants that are more restrictive than the covenants included in the Master Indenture. The Obligated Group will be bound by such covenants only for so long as any Existing Bank Obligation or any Existing Swap Obligation remains outstanding.

ENVIRONMENTAL LAWS AND REGULATIONS

Health care providers are subject to a wide variety of federal, state and local environmental and occupational health and safety laws and regulations which address, among other things, hospital operations, facilities and properties owned or operated by hospitals. Among the type of regulatory requirements faced by hospitals are (i) air and water quality control requirements, (ii) waste management requirements, (iii) specific regulatory requirements applicable to asbestos, polychlorinated biphenyls and radioactive substances, (iv) requirements for providing notice to employees and members of the public about hazardous materials handled by or located at hospitals and (v) requirements for training employees in the proper handling and management of hazardous materials and wastes.

As the owner and operator of properties and facilities, Credit Group Members may be subject to liability for hazardous substances that may have migrated off its properties, including remediation thereof. Typical hospital operations include, but are not limited to, in various combinations, the handling, use, storage, transportation, disposal and discharge of hazardous, infectious, toxic, radioactive, flammable and other materials, wastes, pollutants or contaminants. As such, hospital operations are particularly susceptible to the practical, financial and legal risks associated with compliance with such laws and regulations. Such risks may (i) result in damage to individuals, property or the environment, (ii) interrupt operations and increase their cost, (iii) result in legal liability, damages, injunctions or fines and (iv) result in investigations, administrative proceedings, penalties or other governmental agency actions. There is no assurance that the Credit Group Members will not encounter such risks in the future, and such risks will not have a material adverse impact on the Credit Group’s business or financial condition.

Management of the Corporation is not aware of any currently pending or threatened claim, investigation or enforcement action regarding environmental issues that, if determined adversely to a Credit Group Member, would have a material adverse impact on the Credit Group’s business or financial condition.

CONSTRUCTION RISKS

Construction of the Corporation’s ongoing and expected capital projects is subject to the usual risks associated with construction projects, including, but not limited to, delays in the issuance of necessary approvals or permits, strikes, shortages of materials and adverse weather conditions. Such events could result in delaying completion or increasing the cost of such capital projects. See “STRATEGIC INITIATIVES AND TRANSACTIONS — Capital Expenditures” in Appendix A hereto for a description of certain planned capital expenditures.

BOND RATINGS

There can be no assurance that the ratings assigned to the Bonds at the time of issuance will not be lowered or withdrawn at any time, the effect of which could adversely affect the market price for and marketability of the Bonds. See the information under the heading “RATINGS” herein.

MARKET FOR THE BONDS

Subject to prevailing market conditions, the Underwriters intend, but are not obligated, to make a market in the Bonds. There is presently no secondary market for the Bonds and no assurance can be given that a secondary market will develop. Consequently, investors may not be able to resell the Bonds purchased should they need or wish to do so.

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OTHER BONDHOLDERS’ RISKS

In the future, the following factors, among others, may adversely affect the operations of health care providers, including the Credit Group Members, or the market value of the Bonds, to an extent that cannot be determined at this time:

1. Health care systems are major employers, combining a complex mix of professional, quasi-professional, technical, clerical, housekeeping, maintenance, dietary and other types of workers in a single operation. As with all large employers, the Credit Group bears a wide variety of risks in connection with their employees. These risks include strikes and other related work actions, contract disputes, discrimination claims, personal tort actions, work-related injuries, exposure to hazardous materials, interpersonal torts (such as between employees, between physicians or management and employees, or between employees and patients), significant pension and benefit plan liabilities, and other risks that may flow from the relationships between employer and employee or between physicians, patients and employees. Many of these risks are not covered by insurance, and certain of them cannot be anticipated or prevented in advance. The Credit Group Members are subject to all of the risks listed above, and such risks, alone or in combination, could have a material adverse impact on the Credit Group’s business or financial condition. See “EMPLOYEES” in Appendix A hereto.

2. Scientific and technological advances, new procedures, drugs and appliances, preventive medicine, occupational health and safety and outpatient health care delivery may reduce utilization and revenues of the facilities. Technological advances in recent years have accelerated the trend toward the use by hospitals of sophisticated and costly equipment and services for diagnosis and treatment. The acquisition and operation of certain equipment or services may continue to be a significant factor in hospital utilization, but the ability of the Credit Group Members to offer the equipment or services may be subject to the availability of equipment or specialists, governmental approval or the ability to finance these acquisitions or operations.

3. Reduced demand for the services of the Credit Group Members that might result from decreases in population in their respective service areas.

4. Increased unemployment or other adverse economic conditions in the respective service areas of the Credit Group Members which would increase the proportion of patients who are unable to pay fully for the cost of their care.

5. Any increase in the quantity of indigent care provided which is mandated by law or required due to increased needs of the community in order to maintain the charitable status of the Credit Group Members.

6. Regulatory actions which might limit the ability of the Credit Group to undertake capital improvements to their respective facilities or to develop new institutional health services.

7. The occurrence of a large-scale terrorist attack that increases the proportion of patients who are unable to pay fully for the cost of their care and that disrupts the operation of certain health care facilities by resulting in an abnormally high demand for health care services.

8. Instability in the stock market which may adversely affect both the principal value of, and income from, the Credit Group’s investment portfolio.

9. A national or localized outbreak of a highly contagious or epidemic disease.

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REGULATION OF THE HEALTH CARE INDUSTRY

GENERAL HEALTH CARE INDUSTRY FACTORS

The Credit Group, and the health care industry in general, are subject to regulation by a number of governmental agencies, including those which administer the Medicare and Medicaid programs, federal, state and local agencies responsible for administration of health planning programs and other federal, state and local governmental agencies. The health care industry is also affected by federal, state and local policies developed to regulate the manner in which health care is provided, administered and paid for nationally and locally. As a result, the health care industry is sensitive to legislative and regulatory changes in such programs and is affected by reductions and limitations in government spending for such programs as well as changing health care policies. The pressure to curb the rate of increase in federal spending in health care programs overall and on a per beneficiary basis is expected to increase as the U.S. population ages. Among other effects, this pressure may result in further reductions in payment rates for hospital services and increased utilization of managed care in the Medicare and Medicaid programs. In addition, Congress and other governmental agencies have focused on the provision of care to indigent and uninsured or underinsured patients, the prevention of “dumping” such patients on other hospitals in order to avoid provision of unreimbursed care and other issues. Adoption of additional regulations in these areas could have an adverse effect on the results of operations of the Credit Group Members. Furthermore, laws promulgated by Congress and state legislatures, which regulate the manner in which health care services are provided and billed for, are increasing. As a result, the costs of complying with these laws and regulations are increasing. Some of the legislation and regulations affecting the health care industry are discussed in this section.

FEDERAL AND STATE LEGISLATION; NATIONAL HEALTH CARE REFORM

General

A significant portion of the revenues of the Credit Group is derived from Medicare, Medicaid and other third-party payors. For a breakdown of the sources of payment for services provided by the Indiana University Health System, see Appendix A—“FINANCIAL INFORMATION—Sources of Revenue” hereto. Medicare is the federally-funded government health insurance program for individuals over 65 regardless of income and individuals with permanent disabilities or with end-stage renal disease. Medicare is administered by the Centers for Medicare & Medicaid Services (“CMS”), through “Medicare Administrative Contractors.” Medicaid is the joint federal and state health insurance program that, together with the Children’s Health Insurance Program, provides health coverage to certain low-income individuals and children and individuals with disabilities. Medicaid benefits are available through a state’s Medicaid program, within prescribed limits, to persons meeting certain minimum income or other need requirements.

Significant changes have been and will likely continue to be made in these programs, which changes could have an adverse impact on the financial condition of the Credit Group. In addition, legislation has in the past and may in the future be introduced in Congress which, if enacted, could adversely affect the operations of the Credit Group by, for example, decreasing payment by Medicare and Medicaid and other third-party payors or limiting the ability of the physicians on the medical staff of the Credit Group to provide services or increase services provided to patients.

The discussion herein describes risks associated with certain existing federal and state laws, regulations, rules, and governmental administrative policies and determinations to which the Credit Group Members and the health care industry are subject. These are regularly subject to change. Additionally, because health care regulations are particularly complex, such regulations may be interpreted and enforced in a manner that is inconsistent with management of the Credit Group’s interpretation. The Credit Group’s business or financial condition could be harmed if it is alleged to have violated existing health care regulations or if it fails to comply with new or changed health care regulations. Furthermore, health care, as one of the largest industries in the United States, continues to attract much legislative interest and public attention. Further changes in the health care

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regulatory framework which increase the burdens on health care providers could have a material adverse impact on the Credit Group’s business or financial condition.

Many of the health care laws and regulations discussed below were amended by, enacted by, or promulgated pursuant to the Affordable Care Act (discussed below). There can be no assurances that any current health care laws and regulations, in addition to the Affordable Care Act, will remain in their current form. Additionally, there can be no assurances that any potential changes to the laws and regulations governing health care would not have a material adverse financial or operational impact on the Credit Group. Therefore, the following discussion should be read with the understanding that significant changes could occur in the foreseeable future in many of the statutory and regulatory matters discussed.

Affordable Care Act

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act” or the “ACA”), has significantly changed, and continues to change, how health care services are covered, delivered, and financed in the United States. The primary goal of the ACA – extending health coverage to millions of uninsured legal U.S. residents – has taken place through a combination of private sector health insurance reforms and Medicaid program expansion (discussed below). To fund Medicaid expansion, the ACA includes a broad array of quality improvement programs, cost efficiency incentives, and enhanced fraud and abuse enforcement measures, each designed to generate savings within the Medicare and Medicaid programs. The ACA and its implementation has been, and remains, politically controversial. Accordingly, the ACA has continually faced legal and legislative challenges, including repeated repeal efforts, since its enactment. Management of the Credit Group cannot predict the impact any major modification or repeal of the ACA (including the Individual Mandate repeal described below), or any replacement health care reform legislation, might have on the Credit Group’s business or financial condition, though such effects could be material. In particular, any legal, legislative or executive action that reduces federal health care program spending, increases the number of individuals without health insurance, reduces the number of people seeking health care, or otherwise significantly alters the health care delivery system or insurance markets could have a material adverse effect on the Credit Group’s business or financial condition.

President Trump and Republican leaders of Congress have repeatedly cited health care reform, and particularly, repeal and replacement of the ACA, as a key goal. To that end, Congressional leaders have introduced various ACA repeal bills. While no bills wholly repealing the ACA have passed both chambers of Congress, the Tax Cuts and Jobs Act passed in late 2017 repeals a key provision of the ACA known as the Individual Mandate (defined and discussed below). Management of the Credit Group cannot predict the effect of the Individual Mandate repeal, the likelihood of any future ACA repeal bills or other health care reform bills becoming law, or the subsequent effects of any such laws, though such effects could materially impact the Credit Group’s business or financial condition.

In addition to legislative repeal or replacement efforts, ACA implementation and the ACA insurance exchange markets (discussed below) could be significantly impacted by executive branch actions. To date, President Trump has issued three executive actions directly aimed at the ACA: (1) one requiring federal agencies with authorities and responsibilities under the ACA to “exercise all authority and discretion available to them to waive, defer, grant exemptions from, or delay” parts of the law that place “unwarranted economic and regulatory burdens” on states, individuals or health care providers, (2) a second instructing federal agencies to make new rules allowing the proliferation of “association health plans” and short-term health insurance, which plans have fewer benefit requirements than those sold through ACA insurance exchanges, and (3) a third ordering the federal government to withhold ACA cost-sharing subsidies currently paid to insurance companies in order to reduce deductibles and co-pays for many low-income people. These executive orders have the potential to significantly impact the insurance exchange market by causing a reduction in the number of healthy individuals in the ACA health insurance exchanges, a reduction in the number of plans available on the health insurance exchanges, and/or an increase in insurance premiums. Additionally, President Trump has issued two broad executive orders aimed at de-regulation: (1) one requiring federal agencies to remove two previously implemented regulations for every new regulation added, and (2) one directing each federal agency to set up a “regulatory reform task force” to review

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existing regulations and eliminate those which are costly or unnecessary. Management cannot predict the likelihood or effect of any current or future executive actions on the Credit Group’s business or financial condition, though such effects could be material.

The majority of the ACA remains law. Certain key provisions of the law are briefly described below:

Private Health Insurance Coverage Expansion/Insurance Market Reforms. One key provision of the ACA was its “individual mandate,” which required most Americans to maintain “minimum essential” health insurance coverage or pay a yearly tax penalty to the federal government (the “Individual Mandate”). Individuals who were not deemed exempt from the Individual Mandate and otherwise did not receive health insurance through an employer or government program, were expected to satisfy the mandate by purchasing insurance from a private company or through a “health insurance exchange.” Effective 2019, the Tax Cuts and Jobs Act repealed the ACA Individual Mandate. While the effect of the repeal of the Individual Mandate is uncertain, it has been predicted that it will increase the number of uninsured individuals.

Although the Individual Mandate has been repealed, the ACA’s health insurance exchanges are still operating. The health insurance exchanges are government-regulated organizations that provide competitive markets for buying health insurance by offering individuals and small employers a choice of different health plans, certifying plans that participate, and providing information to help consumers better understand their options. Some states operate their own exchanges, while others rely on the federal government’s health insurance exchange. Individuals enrolled in an insurance plan purchased through an exchange may be eligible for a premium credit or cost-sharing subsidy. Following legal challenges seeking to limit the availability of premium credits and subsidies only to individuals enrolled in coverage through a state-based exchange, the U.S. Supreme Court upheld IRS regulations extending such subsidies to individuals who purchase coverage through the federal government’s health insurance exchange. The health insurance exchanges may have a positive impact for health care facilities to the extent they increase the number of individuals with health insurance. Conversely, health insurance exchanges may have a negative financial impact on health care providers to the extent (1) insurance plans purchased on the exchange reimburse providers at lower rates, (2) high deductible plans offered on the exchanges become more prevalent and lead to lower inpatient volumes as patients chose to forgo medical treatment or (3) employees are reliant on exchange-available insurance rather than employer provided coverage.

The future of the health insurance exchanges is uncertain. As the exchanges are still relatively new, their effect on the reimbursement rates paid by health insurers, and accordingly, on health care providers’ business or financial condition, cannot be predicted. Additionally, the effect of the repeal of the Individual Mandate is uncertain, it has been predicted that it will result in fewer healthy individuals purchasing insurance (through the exchanges or otherwise). Some insurance companies have ceased offering plans through the exchanges due to financial losses on such plans and more may follow suit in the future. Additionally, if the federal government stops making cost-sharing subsidy payments to insurers offering plans on the exchanges (due to an executive order or otherwise), it has been predicted that even more insurers will drop out of the exchanges.

In addition to the Individual Mandate, the ACA includes an “employer mandate.” The “employer mandate” provisions require the imposition of penalties on employers having 50 or more employees who do not offer qualifying health insurance coverage to those working 30 or more hours per week. The ACA also established a number of other health insurance market reforms, including bans on lifetime limits and pre-existing condition exclusions, new benefit mandates, and increased dependent coverage (until the age of 26).

Management of the Credit Group cannot predict the future of the health insurance markets or the effects of current and future health reform efforts on such markets, though such effects may have a material adverse impact on the Credit Group’s business or financial condition.

Medicaid Expansion. Another key provision of the ACA is the expansion of Medicaid coverage. Prior to the passage of the ACA, the Medicaid program offered federal funding to states to assist limited categories of low-income individuals (including children, pregnant women, the blind and the disabled) in obtaining medical care. The ACA permits states to expand Medicaid program eligibility to virtually all individuals under 65-years old with

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incomes up to 138% of the federal poverty level, and provides enhanced federal funding to states that opt to expand. There is no deadline for a state to undertake expansion and qualify for the enhanced federal funding available under the ACA. For states that choose not to participate in the federally funded Medicaid expansion, the net positive effect of ACA reforms has been significantly reduced.

Spending Reductions. The ACA contains a number of provisions designed to significantly reduce Medicare and Medicaid program spending, including: (1) negative adjustments to the “market basket” updates for Medicare’s inpatient, outpatient, long-term acute and inpatient rehabilitation prospective payment systems, and (2) reductions to Medicare and Medicaid disproportionate share hospital (“DSH”) payments. Any reductions to reimbursement under the Medicare and Medicaid programs could have a material adverse impact on the Credit Group’s business or financial condition to the extent such reductions are not offset by increased revenues from providing care to previously uninsured individuals.

Quality Improvement and Clinical Integration Initiatives. The ACA mandated the creation of a number of payment reform measures designed to incentivize or penalize hospitals based on quality, efficiency and clinical integration measures and authorizes the Center for Medicare & Medicaid Innovation within CMS to develop and test new payment methodologies designed to improve quality of care and lower costs. Current programs include (1) the “Readmission Reduction Program,” which reduces Medicare payments by specified percentages to hospitals with excess or preventable hospital admissions based on historical discharge data, (2) the “Hospital Value-Based Purchasing Program,” which imposes an across-the-board reduction in inpatient reimbursement and then reallocates and redistributes those funds to hospitals based quality and patient experience measures, and (3) the “Hospital- Acquired Condition Reduction Program,” which negatively adjusts payments to applicable hospitals that rank in the worst-performing quartile for risk-adjusted hospital-acquired condition measures. Management of the Corporation is not currently aware of any situation in which an ACA quality, efficiency, or clinical integration program is materially adversely affecting the business or financial condition of the Credit Group. However, the Credit Group’s business or financial condition may be adversely affected by such programs in the future. See also, “INDUSTRY TREND TOWARDS ALTERNATIVE PAYMENT MODELS AND CLINICALLY INTEGRATED DELIVERY SYSTEMS MAY NEGATIVELY AFFECT REVENUES AND CARRY REGULATORY RISKS” below.

Fraud and Abuse Enforcement Enhancements. In an attempt to reduce unnecessary health care spending, the ACA includes a number of provisions aimed at combating fraud and abuse within the Medicare and Medicaid programs. Such provisions provide increased federal funding to fight health care fraud and abuse, provide government agencies with additional enforcement tools and investigation flexibility, facilitate cooperation between agencies by establishing mechanisms for information sharing, and enhance criminal and administrative penalties for non-compliance with the federal fraud and abuse laws (e.g., the Anti-Kickback Statute, the Stark Law and False Claims Act, each as defined and discussed below). Management of the Corporation is not currently aware of any pending recovery audit which, if determined adversely to the Credit Group, would materially adversely affect the business or financial condition of the Credit Group.

Full Impact of ACA Difficult to Predict. To the extent the ACA remains law, it is difficult to predict the full impact of the ACA on the Credit Group’s future revenues and operations at this time due to uncertainty regarding a number of material factors, including: (1) the number of uninsured individuals to ultimately obtain and retain insurance coverage as a result of the ACA, (2) the percentage of any newly insured patients covered by Medicaid versus a commercial plan, (3) the pace at which insurance coverage expands, (4) future changes in the reimbursement rates and methods, (5) the percentage of individuals in the exchanges who select the high-deductible plans, (6) the extent to which the enhanced program integrity and fraud and abuse provisions lead to a greater number of civil or criminal actions, (7) the extent to which the ACA tightens health insurers’ profits, causing the plans to reduce reimbursement rates, (8) the extent of lost revenues, if any, resulting from ACA quality initiatives, and (9) the success of any clinical integration efforts or programs in which the Credit Group participates.

Medicare Reimbursement

The Credit Group Members are highly dependent on Medicare reimbursement. Approximately 39.97% of the gross patient service revenues of the Indiana University Health System for the fiscal year ended December 31,

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2017 were derived from Medicare and other governmental programs. See Appendix A—“FINANCIAL INFORMATION—Sources of Revenue” hereto. Because of this dependence, additional Medicare payment reductions affecting the Medicare program may have a material adverse impact on the Credit Group’s business or financial condition. A substantial portion of the Medicare revenues of the Credit Group is derived from payments made for services rendered to Medicare beneficiaries under a prospective payment system (“PPS”). Under a prospective payment system, the amount paid to the provider for an episode of care is established by federal regulation and is not related to the provider’s charges or costs of providing that care. Presently, inpatient and outpatient services, skilled nursing care, and home health care are paid on the basis of a prospective payment system. Under inpatient PPS, fixed payment amounts per inpatient discharge are established based on the patient’s assigned diagnosis related group, or DRG. The capital component of care is paid on a fully prospective basis. PPS-exempt hospitals and units are currently reimbursed for their reasonable costs, subject to a cost per discharge target. These limits are updated annually by an index generally based upon inflationary increases in costs of providing health care services.

From time to time, the factors used in calculating the prospective payments for units of service are modified by CMS, which may reduce revenues for particular services. In addition, as part of the federal budgetary process, Congress has regularly amended the Medicare law to reduce increases in payments that are otherwise scheduled to occur, or to provide for reductions in payments for particular services. These actions could adversely affect the revenues of the Credit Group.

Under the Affordable Care Act, additional payments may be made to individual providers. Hospitals that treat a disproportionately large number of low-income patients (Medicaid and Medicare patients eligible to receive supplemental Social Security income) currently receive additional payments in the form of DSH payments. Additional payments are made to hospitals that treat patients who are costlier to treat than the average patient; these additional payments are referred to as “outlier payments.” Also, hospitals are paid for a portion of their direct and indirect medical education costs. These additional payments are also subject to reductions and modifications in otherwise scheduled increases as a result of amendments to relevant statutory provisions. The Credit Group has qualified for DSH payments in the past, but there can be no assurance that it will qualify for DSH status in the future.

Current or new legislation that reduces Medicare payments could adversely affect the Credit Group. There is no assurance that the Credit Group will be paid amounts that will reflect adequately its costs incurred in providing inpatient hospital services to Medicare beneficiaries, as well as any changes in the cost of providing health care or in the cost of health care technology being made available to Medicare beneficiaries. The ultimate effect on the Credit Group will depend on its ability to control costs involved in providing inpatient hospital services.

Medicaid Reimbursement

The Credit Group Members are also highly dependent on Medicaid reimbursement. Approximately 21.78% of the gross patient service revenues of the Indiana University Health System for the fiscal year ended December 31, 2017 were derived from Medicaid and Indiana’s “Healthy Indiana Plan” (as described in more detail below). See Appendix A—“FINANCIAL INFORMATION—Sources of Revenue” hereto. Payments made to health care providers under the Medicaid program are subject to changes as a result of federal or state legislative and administrative actions, including further changes in the methods for calculating payments, the amount of payments that will be made for covered services and the types of services that will be covered under the program. Such changes have occurred in the past and may continue to occur in the future, particularly in response to federal and state budgetary constraints coupled with increased costs for covered services.

Hospitals participating in the Medicaid program are subject to numerous requirements and regulations under the program. Failure to remain in compliance with any program requirements may subject the Medicaid provider to civil and/or criminal penalties, including fines and suspension or expulsion from the program, preventing the provider from receiving any funds under the Medicaid program. Noncompliance with Medicaid requirements, and suspension or exclusion from the Medicaid program, can also be a basis for mandatory or permissive suspension or exclusion from the Medicare program.

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Significant changes have been and may be made in the Medicaid program which could have a material adverse impact on the Credit Group’s business or financial condition. For example, under Medicaid, the federal government provides limited funding to states that have medical assistance programs that meet federal standards, and the Affordable Care Act provides significantly enhanced federal funding for states to expand their Medicaid program to virtually all non-elderly, non-disabled adults with incomes up to 138% of the federal poverty level. Attempts to balance or reduce the federal and state budgets by decreasing funding of Medicaid may negatively impact spending for Medicaid and other state health care programs spending. Health care providers have been affected significantly in the last several years by changes to federal and state health care laws and regulations, particularly those pertaining to Medicaid. The purpose of much of this statutory and regulatory activity has been to contain the rate of increase in health care costs, particularly costs paid under the Medicaid program. Diverse and complex mechanisms to limit the amount of money paid to health care providers under the Medicaid program have been enacted, and may have a material adverse impact on the Credit Group’s business or financial condition.

Indiana Medicaid Waivers

Indiana has previously entered into, and may in the future enter into, one or more “State Medicaid Waivers” with the federal government. A State Medicaid Waiver is a request that the federal government waive certain Medicaid program requirements so that the state can test new ways to deliver or pay for care in its Medicaid program. Indiana’s current Medicaid expansion program – known as the “Healthy Indiana Plan” operates pursuant to a State Medicaid Waiver. Management cannot predict whether Indiana will apply for any new State Medicaid Waivers in the future, whether its existing State Medicaid Waivers will be allowed to expire, or whether either event will materially adversely affect the business or financial condition of the Credit Group.

State Provider Fee Programs. Certain states, including Indiana, have created programs that impose a fee or tax on health care providers, the proceeds of which are intended to be used as a mechanism to generate new in-state funds that can be matched with federal funds so that the state receives additional federal Medicaid funding. In many cases, the cost of the tax is paid back to providers through an increase in the Medicaid reimbursement rate for their patient services. While the Credit Group Members have benefitted overall from the provider fee program, management of the Corporation believes that a reduction in Indiana’s current provider fee program will not materially adversely affect the business or financial condition of the Credit Group. An elimination of Indiana’s provider fee program entirely could have a significant impact on the Credit Group. The program is generally discussed in Note 3 within the consolidated financial statements of the Corporation, attached as Appendix B hereto. Congress has considered proposals to limit the use of provider taxes. This would restrict states’ ability to generate increased federal matching funds for Medicaid, shifting additional costs to states. If Indiana were not able to find additional funds to replace provider tax funding with other state sources, limits on provider taxes could result in Indiana Medicaid program cuts.

Medicare/Medicaid Conditions of Participation. Certain health care facilities must comply with standards called “Conditions of Participation” in order to be eligible for Medicare and Medicaid reimbursement. Under the Medicare rules, hospitals accredited by an approved accrediting organization (such as The Joint Commission) are deemed to meet the Conditions of Participation. However, CMS may request that the state agency responsible for licensing hospitals, on behalf of CMS, conduct a “sample validation survey” of a hospital to determine whether it is complying with the Medicare or Medicaid Conditions of Participation. Failure to maintain The Joint Commission accreditation or to otherwise comply with the Conditions of Participation could have a material adverse effect on the financial condition of the Credit Group.

Audits, Fines, Withholds and Enforcement Actions

The DOJ, the Federal Bureau of Investigation and the Office of the Inspector General (“OIG”) of the U.S. Department of Health and Human Services (“DHHS”) have been conducting investigations and audits of the billing practices of many health care providers. The Credit Group Members may be required to undergo such audits by one or more of these agencies and may be required to make payments to resolve any such audits. It is possible that any such payments may be substantial and could have a material adverse effect on the results of operations or financial condition of the Credit Group.

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In addition, HIPAA (defined and described below) also added provisions that outlaw certain types of manipulative Medicare billing practices. These include improperly coding (for billing purposes) services rendered in order to claim a higher level of reimbursement and billing for the provision of services or items that were not medically necessary. HIPAA also created two new crimes that are based on the traditional crimes of fraud and theft but are applied specifically to health benefit programs. This law increases the legal risk of provider billing and increases the risk that a Medicare provider will be the subject of a fraud investigation.

The federal Medicaid Integrity Program was the first federal program established to combat fraud and abuse in the state Medicaid programs. Congress determined a federal program was necessary due to the substantial variations in state Medicaid enforcement efforts. The Medicaid Integrity Program’s enforcement efforts support existing state Medicaid Fraud Control Units. Federal Medicaid Integrity Contractors (“MICs”) are classified into Review MICs, Audit MICs and Educational MICs. Review MICs perform review audits generally to determine trends and patterns of aberrant Medicaid billing practices through data mining. Audit MICs perform post-payment reviews of individual providers through desk and field audits. The Educational MICs are responsible for developing and carrying out a variety of education activities to increase and improve Medicaid enforcement efforts by state government. Once a Medicaid overpayment is identified, the state has one year to recover or attempt to recover the overpayment from the provider before adjustment is made in the federal payment to the state on account of such overpayment; provided, however, in the case of fraud, if the state is unable to recover the overpayment from the provider within the one year period because there has not been a final determination of the amount of the overpayment under an administrative or judicial process (as applicable), including as a result of judgment being under appeal, no adjustment shall be made in the federal payment to the state before the date that is 30 days after the final judgment is made.

Medicare and Medicaid audits may result in reduced reimbursement or repayment obligations related to past alleged overpayments and may also delay Medicare or Medicaid payments to providers pending resolution of the appeals process. The Affordable Care Act explicitly gives DHHS the authority to suspend Medicare and Medicaid payments to a provider or supplier during a pending investigation of fraud. The Affordable Care Act also amended certain provisions of the FCA (as defined below) to include retention of overpayments as a false claim. A provider or supplier must report and return an overpayment by the later of 60 days after the overpayment was identified, or the date the corresponding cost report is due, if applicable. The provider or supplier is also required to describe in writing the reason for the overpayment. Overpayments must be reported and returned only if a provider or supplier identifies the overpayment within six years of the date the overpayment was received.

CMS has implemented a Recovery Audit Contractor (“RAC”) program on a nationwide basis pursuant to which CMS contracts with private contractors to conduct pre- and post-payment reviews to detect and correct improper payments in the fee-for-service Medicare program. The Affordable Care Act expands the RAC program’s scope to include managed Medicare plans and Medicaid claims. CMS also employs MIC to perform post-payment audits of Medicaid claims and identify overpayments. These programs tend to result in retroactively reduced payment and higher administration costs to hospitals.

Exclusions from Medicare or Medicaid Participation

The government must exclude from Medicare and Medicaid program participation a health care provider that is convicted of a criminal offense relating to the delivery of any item or service reimbursed under Medicare or a state health care program, any criminal offense relating to patient neglect or abuse in connection with the delivery of health care, fraud against any federal, state or locally financed health care program or an offense relating to the illegal manufacture, distribution, prescription or dispensing of a controlled substance. The government also may exclude individuals or entities under certain other circumstances, such as an unrelated conviction of fraud or other financial misconduct relating either to the delivery of health care in general or to participation in a federal, state or local government program. Exclusion from the Medicare and Medicaid programs means that a health care provider would be decertified and no program payments can be made. Any exclusion of a Credit Group Member could be a materially adverse event.

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Administrative Enforcement

Administrative regulations may require less proof of a violation than do criminal laws and thus, health care providers may have a higher risk of imposition of monetary penalties as a result of an administrative enforcement action.

Enforcement Activity

Enforcement activity against health care providers has increased and enforcement authorities have adopted aggressive approaches. In the current regulatory climate, it is anticipated that many hospitals and physician groups will be subject to an audit, investigation or other enforcement action regarding the health care fraud laws mentioned above. Enforcement authorities are often in a position to compel settlements by providers charged with or being investigated for false claims violations by withholding or threatening to withhold Medicare, Medicaid and/or similar payments and/or by instituting criminal action. In addition, the cost of defending such an action, the time and management attention consumed, and the facts of a case may dictate settlement. Therefore, regardless of the merits of a particular case, a hospital could experience materially adverse settlement costs, as well as materially adverse costs associated with implementation of any settlement agreement. Prolonged and publicized investigations could be damaging to the reputation and business of a hospital, regardless of outcome.

Certain acts or transactions may result in violation or alleged violation of a number of the federal health care fraud laws described below and therefore, penalties or settlement amounts often are compounded. Generally, these risks are not covered by insurance. Enforcement actions may involve multiple hospitals in a health system, as the government often extends enforcement actions regarding health care fraud to other hospitals in the same organization. Therefore, Medicare fraud related risks identified as being materially adverse as to a hospital could have materially adverse consequences to a health system taken as a whole.

Review of Outlier Payments

CMS is reviewing health care providers that are receiving large proportions of their Medicare revenues from outlier payments. Health care providers found to have obtained inappropriately high outlier payments will be subject to further investigation by the CMS Program Integrity Unit and potentially the OIG.

HIPAA and State Privacy Laws

The Health Insurance Portability and Accountability Act, as amended, and its implementing regulations (“HIPAA”) provides data privacy and security requirements for safeguarding medical information. HIPAA, which applies to business associates, health plans, health care clearinghouses, and health care providers who conduct the standard health care transactions electronically, includes both (1) a “privacy rule,” which sets forth national standards for the protection of individually identifiable protected health information (“PHI”), and (2) a “security rule,” which sets forth national standards for protecting the confidentiality, integrity, and availability of electronic PHI. Failure to comply with HIPAA can result in both criminal and civil fines and penalties. States may have privacy or consumer protection laws that are broader than HIPAA, and unlike HIPAA, authorize a private right of action. Management of the Corporation believes the Credit Group Members are in material compliance with HIPAA and similar state privacy laws and regulations, including breach report obligations, but no assurance can be given that a violation resulting in penalties will not be assessed. Any sanctions imposed as a result of a HIPAA or state privacy law violation could have a material adverse effect on the Credit Group’s business or financial condition.

Civil and Criminal Fraud and Abuse Laws and Enforcement

The federal Civil Monetary Penalties Law (“CMP Law”) provides for administrative sanctions against health care providers for a broad range of billing and other abuses. For example, penalties may be imposed for the knowing presentation of claims that are (i) incorrectly coded for payment, (ii) for services that are known to be medically unnecessary, (iii) for services furnished by an excluded party, or (iv) otherwise false. An entity that offers

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remuneration to an individual that the entity knows is likely to induce the individual to receive care from a particular provider may also be fined. Under the Affordable Care Act, Congress amended the CMP Law to authorize civil monetary penalties for a number of additional activities, including (i) knowingly making or using a false record or statement material to a false or fraudulent claim for payment, (ii) failing to grant the OIG timely access for audits, investigations, or evaluations, and (iii) failing to report and return a known overpayment within statutory time limits. The CMP Law authorizes imposition of civil monetary penalties, adjusted yearly for inflation, currently ranging from $10,874 to $54,372 for each item or service improperly claimed and each instance of prohibited conduct. Health care providers may be found liable under the CMP Law even when they did not have actual knowledge of the impropriety of the claim. It is sufficient that the provider “should have known” that the claim was false, and ignorance of the Medicare regulations is no defense.

False Claims Act

The federal False Claims Act (“FCA”) makes it illegal to knowingly submit or present a false, fictitious or fraudulent claim to the federal government (e.g. the Medicare or Medicaid programs) for payment or approval for payment. Because the term “knowingly” is defined broadly under the law to include not only actual knowledge but also deliberate ignorance or reckless disregard of the facts, the FCA can be used to punish a wide range of conduct. Accordingly, FCA investigations and cases have become common in the health care industry and may cover a range of activity from intentionally inflated billings, to highly technical billing infractions, to allegations of unnecessary or inadequate care. Additionally, a claim connected to a Stark Law or Anti-Kickback Statute violation may be deemed a false claim in violation of the FCA. The Affordable Care Act expanded the reach of the FCA to include, among other things, failure to report and return known overpayments within statutory limits. Filing false claims in violation of the FCA can result in civil fines, substantial per claim penalties plus monetary penalties up to three times the amount of damages sustained by government (e.g. the amount falsely billed to the Medicare or Medicaid program). These fines can add up quickly and result in multi-million-dollar judgments or settlements. Additionally, violation or alleged violation of the FCA can result in payment suspension pending investigation, the imposition of corporate integrity agreements, or exclusion from Medicare and Medicaid.

The qui tam or “whistleblower” provisions of the FCA allow a private individual to bring an FCA action on behalf of the government. As part of the resolution of a qui tam case, the whistleblower may share in a portion of any FCA settlement or judgment. Qui tam actions can also be filed under certain state false claims laws if the fraud involves Medicaid funds or funding from state and local agencies. In recent years, there has been a large increase in the number of FCA qui tam actions. Because qui tam lawsuits are kept under seal while the federal government evaluates whether the United States will join the lawsuit, it is difficult to determine whether any such actions are pending.

In June 2016, the United States Supreme Court announced its decision in Universal Health Services, Inc. v. United States ex rel. Escobar, No. 15-7 (I.S. June 16, 2016). Prior to Escobar, lower courts had split on the issue of whether the FCA extended to so-called “implied certification” of compliance with laws, and whether such compliance was limited to express conditions of payment or extended to conditions of participation. The United States Supreme Court affirmed the theory of “implied certification” and rejected the distinction between conditions of payment and conditions of participation for these purposes, ruling that the relevant inquiry is whether the alleged noncompliance, if known to the government, would have in fact been material to the government’s determination as to whether to pay the claim. There is considerable uncertainty as to the application of the Escobar holding, but depending on how it is interpreted by the lower courts, it could result in an expanded scope of potential FCA liability for noncompliance with applicable laws, regulations and subregulatory guidance.

The Deficit Reduction Act provides financial incentives to states that pass similar false claims statutes or amend existing false claims statutes that track the FCA more closely with regard to penalties and rewards to qui tam relators. A number of states, including Indiana, have passed similar false claims statutes, some of which expand the prohibition against false claims submitted to non-government third-party payors. Management of the Corporation is not currently aware of any overpayments or pending or threatened claims, investigations or enforcement actions under the FCA or state false claims laws which, if determined adversely to a Credit Group Member, would have a material adverse effect on the Credit Group’s business or financial condition. No assurance can be given that FCA

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actions will not be filed and a violation found. Sanctions imposed as a result of a FCA or state false claims law violation could have a material adverse effect on the Credit Group’s business or financial condition.

Anti-Kickback Statutes

The federal Anti-Kickback Statute is a felony criminal law that prohibits the knowing and willful payment of “remuneration” to induce or reward patient referrals or the generation of business involving any item or service payable by the federal health care programs (e.g., drugs, supplies, or health care services for Medicare or Medicaid patients). Remuneration includes anything of value and can take many forms besides cash (e.g., free rent, free hotel stays and meals, and excessive compensation for medical directorships or consultancies). The Anti-Kickback Statute applies to both the payers of kickbacks (those who offer or pay remuneration) as well as the recipients of kickbacks (those who solicit or receive remuneration). Anti-Kickback “safe harbors” described in federal regulations protect certain payment and business arrangements that could otherwise implicate the Anti-Kickback Statute from criminal and civil prosecution (e.g., personal services and rental agreements, investments in ambulatory surgical centers, and payments to bona fide employees), but in order to be protected by a safe harbor, an arrangement must squarely meet each safe harbor element. Failure to squarely meet all the required elements of a safe harbor does not necessarily render the conduct or business arrangement illegal under the Anti-Kickback Statute. Rather, such conduct or business arrangements may be subject to increased regulatory scrutiny. Criminal penalties, civil monetary penalties and administrative sanctions for violating the Anti-Kickback Statute include substantial fines per kickback plus monetary penalties up to three times the amount of damages sustained by government, jail terms, and exclusion from participation in the federal health care programs. In addition, under the ACA, submission of a claim for services or items generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim subject to additional penalties under the federal FCA.

In addition to the federal Anti-Kickback Statute, many states, including Indiana, have anti-kickback and/or fee-splitting statutes designed to prohibit inducements or improper remuneration for the referral of patients. In some cases, state statutes are broader or carry larger fines than corresponding federal law. Management of the Corporation believes its policies, procedures and business arrangements have been and currently are in material compliance with the Anti-Kickback Statute and state anti-kickback and fee-splitting laws and regulations but no assurance can be given that a violation will not be found. Any sanctions imposed as a result of an Anti-Kickback Statute or similar state law violation could have a material adverse effect on the Credit Group’s business or financial condition.

Medicare/Medicaid Anti-Referral Laws

The Ethics in Patient Referrals Act of 1989 (“Stark I”), as amended in the Omnibus Budget Reconciliation Act of 1993 and subsequently amended (“Stark II”) (collectively, the “Stark Law”), prohibits the referral of Medicare patients for certain “designated health services” (including inpatient and outpatient hospital services, clinical laboratory services, and radiology and other imaging services) to entities with which the referring physician (or an immediate family member) has a financial relationship unless that relationship fits within an exception to the Stark Law. It also prohibits a hospital, or other provider, furnishing the designated health services from billing Medicare, or any other government health care program for services performed pursuant to a prohibited referral. Importantly, the Stark Law is a strict liability statute, meaning that one can violate the law without any intent to do so. Statutory and regulatory exceptions to the Stark Law’s referral prohibition can protect a broad range of common financial relationships between referring physicians and a designated health services provider such as a hospital (e.g., employment relationships, relocation arrangements, leases, group practice arrangements, or medical directorships). If the relationship does not squarely meet the elements of a Stark Law exception, it will result in violation of the law. All providers of designated health services with physician relationships have some exposure to liability under the Stark Law.

Penalties for violation of the Stark Law include denial of payment, recoupment, refunds of amounts paid in violation of the law, exclusion from the Medicare or Medicaid program, and substantial civil monetary penalties (up to $15,000 per service, $100,000 for each arrangement or scheme intended to circumvent or to violate the statute, or

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$10,000 per day for false reporting or failure to report certain information required under the law). Violation of the Stark Law may also provide the basis for a claim under the FCA.

Medicare may deny payment for all services performed based on a prohibited referral and a hospital that has billed for prohibited services is obligated to refund the amounts collected from the Medicare program or to make a self-disclosure to CMS under its Self-Referral Disclosure Protocol. For example, if an office lease between a hospital and a large group of heart surgeons is found to violate the Stark Law, the hospital could be obligated to repay CMS for the payments received from Medicare for all of the heart surgeries performed by all of the physicians in the group for the duration of the lease; a potentially significant amount. As a result, even relatively minor, technical violations of the Stark Law may trigger substantial refund obligations. Moreover, where there are “knowing” violations of the Stark Law, the government may seek substantial civil monetary penalties under FCA, and in some cases, a hospital may be excluded from the Medicare and Medicaid programs. Potential repayments to CMS, settlements, fines or exclusion for a Stark Law violation or alleged violation could have a material adverse impact on a hospital and other health care providers. Increasingly, the federal government is prosecuting Stark Law violations under the FCA, based on the argument that claims resulting from an illegal referral arrangement are also false claims for FCA purposes. See the discussion under the subheading “False Claims Act” above. The DOJ and others have asserted that Medicaid referrals in which a non-excepted financial arrangement exists under the Stark Law also create FCA exposure, and have had some success with these arguments in certain courts.

Many states, including Indiana, have adopted self-referral prohibitions similar to the Stark Law, some of which may be broader in scope and carry larger fines than the federal statute. Management of the Corporation believes the Credit Group Members’ policies, procedures and business arrangements have been and currently are in material compliance with the Stark Law and similar state physician referral laws, but no assurance can be given that a violation will not be found. Any sanctions imposed as a result of a Stark Law or similar state law violation could have a material adverse effect on the Credit Group’s business or financial condition.

EMTALA

The Emergency Medical Treatment and Labor Act (“EMTALA”) is a federal civil statute that requires Medicare-participating hospitals with emergency departments to conduct a medical screening examination to determine the presence or absence of an emergency medical condition and to provide treatment sufficient to stabilize such emergency medical condition before discharging or transferring the patient. A hospital that violates EMTALA is subject to civil penalties of up to $104,826 per offense and termination of its Medicare provider agreement. EMTALA also provides for a limited private right of action against hospitals, and as a result a hospital could be subject to claims for personal injury where an individual suffers harm as result of an EMTALA violation.

Management of the Corporation believes the Credit Group Members’ policies and procedures are in material compliance with EMTALA, but no assurance can be given that a violation of EMTALA will not be found. Any failure of a Credit Group Member to meet its responsibilities under EMTALA could have a material adverse effect on the Credit Group’s business or financial condition.

Increased Enforcement Affecting Academic Research

In addition to increasing enforcement of laws governing payment and reimbursement, the federal government has also stepped up enforcement of laws and regulations governing the conduct of clinical trials at hospitals. HHS elevated and strengthened its Office for Human Research Protections, one of the agencies with the responsibility for monitoring federally funded research. The Food and Drug Administration (“FDA”) also has authority over the conduct of clinical trials performed in hospitals when these trials are conducted on behalf of sponsors seeking FDA approval to market the drug or device that is the subject of the research. Moreover, the OIG, has included several enforcement initiatives related to reimbursement for experimental drugs and devices and claims for clinical trial-related services on its “Work Plans”. These agencies’ enforcement powers range from substantial fines and penalties to exclusion of researchers and suspension or termination of entire research programs.

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ADDITIONAL STATE REGULATION

The Affordable Care Act imposes significant obligations on states related to health care insurance. Prior to the passage of the Affordable Care Act, many states increased regulations related to the managed care industry. State legislatures cited their right and obligation to regulate and oversee health care insurance and enacted sweeping measures that aimed to protect consumers and, in some cases, providers. For example, a number of states enacted laws mandating a minimum of 48-hour hospital stays for women after delivery; laws prohibiting “gag clauses” (contract provisions that prohibit providers from discussing various issues with their patients); laws defining “emergencies,” which provide that a health care plan may not deny coverage for an emergency room visit if a lay person would perceive the situation as an emergency; and laws requiring direct access to obstetrician-gynecologists without the requirement of a referral from a primary care physician. It is unclear how the increased federal oversight of state health care may affect the probability of future increased state oversight or impact the Credit Group. Due to this increased oversight, the Credit Group could become subject to a variety of state health care laws and regulations affecting health care providers. In addition, the Credit Group could be subject to other state laws and regulations.

CONTINUING DISCLOSURE

The Corporation has agreed that it will provide to the Municipal Securities Rulemaking Board (the “MSRB”) through the MSRB’s Electronic Municipal Market Access system the information required pursuant to continuing disclosure undertakings made in connection with tax-exempt revenue bonds issued from time to time for the benefit of the Obligated Group (collectively, the “Continuing Disclosure Undertakings”). While each Continuing Disclosure Undertaking terminates when the related bonds are paid or deemed paid in full, the Corporation covenants in the Indenture that if no Continuing Disclosure Undertakings are in effect, the Corporation will provide the following information to Digital Assurance Certification, L.L.C. or such other dissemination agent selected by the Credit Group Representative:

(A) Audited consolidated financial statements of the Corporation, which shall be provided not later than 150 days after the end of each Fiscal Year.

(B) Unaudited quarterly year to date consolidated or combined financial statements of the Corporation, including a balance sheet, cash flow statement and a consolidated statement of operations, which shall be provided not later than 60 days after the end of each of the first three fiscal quarters of each Fiscal Year.

(C) Quarterly year-to-date utilization and operating statistics in tabular format, similar to that included within Appendix A hereto, which statistics shall be provided not later than 60 days after the end of each of the first three fiscal quarters of each Fiscal Year.

Any failure of the Corporation to timely provide such financial statements does not constitute an Event of Default under the Indenture. The sole and exclusive remedy for a breach of this provision is specific performance, and no person, including any holder or any Beneficial Owner of the Bonds, may recover monetary damages thereunder under any circumstances. See Section 6.07 of Appendix C hereto.

ABSENCE OF MATERIAL LITIGATION

There is no controversy of any nature now pending against any Credit Group Member or, to the knowledge of the Credit Group Representative, threatened which seeks to restrain or enjoin the issuance, sale, execution or delivery of the Bonds or which in any way contests or affects the validity of the Bonds or any proceedings of any Credit Group Member taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Bonds, or the use of the Bond proceeds.

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There is no litigation pending against any Credit Group Member nor to the knowledge of the Credit Group Representative is any litigation threatened, which would, if adversely determined, cause any material adverse change in the properties, financial condition or the conduct of the affairs of the Credit Group, taken as a whole.

TAX MATTERS

GENERAL

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to holders of the Bonds. The discussion below is based upon current provisions of the Code, current final, temporary and proposed Treasury regulations, judicial authority and current administrative rulings and pronouncements of the IRS. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, which implemented significant and wide-ranging changes to many aspects of the United States federal income tax regime. Applicable changes in federal tax law (except those areas that are specifically not addressed in this overview, as detailed below) that may have an impact on the Bonds are detailed below. However, since this tax law was recently enacted, much of the guidance relating to the Tax Cuts and Jobs Act from the IRS has yet to be issued. Accordingly, a full evaluation of the Tax Cuts and Jobs Act and its potential implications cannot be thoroughly addressed without further and more complete guidance from the IRS. Investors are encouraged to consult with their own tax advisors regarding the implications of the Tax Cuts and Jobs Act on their investment in a Bond.

Moreover, there can be no assurance that the IRS will not take a contrary view, and no ruling from the IRS has been, or is expected to be, sought on the issues discussed herein, potentially with retroactive affect. Legislative, judicial, or administrative changes or interpretations may occur that could alter or modify the statements and conclusions set forth herein. Any such changes or interpretations may or may not be retroactive and could adversely affect the tax consequences discussed below. INTEREST ON THE BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES.

The following is a summary of certain material federal income tax consequences of holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect. Legislative, judicial and administrative changes may occur, possibly with retroactive effect, that could alter or modify the continued validity of the statements and conclusions set forth herein. This summary does not discuss all aspects of federal income taxation that may be relevant to investors. This summary is intended as a general explanatory discussion of the consequences of holding the Bonds generally and does not purport to furnish information in the level of detail or with the investor’s specific tax circumstances that would be provided by an investor’s own tax advisor. For example, except as explicitly provided below, it generally is addressed only to original purchasers of the Bonds that are “U.S. Holders” (as defined below), deals only with Bonds held as capital assets within the meaning of Section 1221 of the Code and does not address tax consequences to holders that may be relevant to investors subject to special rules, such as individuals, trusts, estates, tax-exempt investors, cash method taxpayers, dealers in securities, currencies or commodities, banks, thrifts, insurance companies, electing large partnerships, mutual funds, regulated investment companies, real estate investment trusts, S corporations, persons that hold Bonds as part of a straddle, hedge, integrated or conversion transaction, and persons whose “functional currency” is not the U.S. dollar. In addition, this summary does not address alternative minimum tax issues or the indirect consequences to a holder of an equity interest in a holder of Bonds. This summary was prepared in connection with the offering of the Bonds. Each prospective investor should consult with its own tax advisor regarding the application of United States federal income tax laws, as well as any state, local, foreign or other tax laws, to such investor’s particular situation.

As used herein, a “U.S. Holder” is a “U.S. person” that is a beneficial owner of a Bond. A “Non-U.S. Holder” is a holder (or beneficial owner) of a Bond that is not a U.S. Person. For these purposes, a “U.S. person” is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof (except, in the case of a partnership, to the extent otherwise provided in Treasury regulations), an estate the income of which is subject to United States federal income taxation regardless of its source or a trust if (i) a United States court is able to exercise primary supervision

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over the trust’s administration and (ii) one or more United States persons have the authority to control all of the trust’s substantial decisions.

TAX STATUS OF THE BONDS

The Bonds will be treated, for federal income tax purposes, as a debt instrument. Accordingly, interest will be included in the income of the holder as it is paid (or, if the holder is an accrual method taxpayer, as it is accrued) as interest.

If the excess of the stated redemption price at maturity of a Bond over its “issue price” exceeds a specified de minimis amount (generally equal to 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity), the excess is treated as original issue discount (“OID”). The issue price of the Bonds is the first price at which a substantial amount of the Bonds is sold to the public. The issue price of the Bonds is expected to be the amount set forth on the cover page of this Offering Memorandum but is subject to change based on actual sales.

With respect to a U.S. Holder that purchases in the initial offering a Bond issued with OID, the amount of OID that accrues during any accrual period equals (i) the “adjusted issue price” of the Bond at the beginning of the accrual period (which price equals the issue price of such Bond plus the amount of OID that has accrued on a constant-yield basis in all prior accrual periods minus the amount of any payments, other than “qualified stated interest,” received on the Bond in prior accrual periods) multiplied by (ii) the yield to maturity of such Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of each accrual period) less (iii) any qualified stated interest payable on the Bond during such accrual period. The amount of OID so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period.

A U.S. Holder of a Bond issued with OID must include in gross income for federal income tax purposes the amount of OID accrued with respect to each day during the taxable year that the U.S. Holder owns the Bond. Such an inclusion in advance of receipt of the cash attributable to the income is required even if the U.S. Holder is on the cash method of accounting for United States federal income tax purposes. The amount of OID that is includible in a U.S. Holder’s gross income will increase the U.S. Holder’s tax basis in the Bond. The adjusted tax basis in a Bond will be used to determine taxable gain or loss upon a disposition (for example, upon a sale or retirement) of the Bond.

Holders of the Bonds that allocate a basis in the Bonds that is greater than the principal amount of the Bonds should consult their own tax advisors with respect to whether or not they should elect to amortize such premium under Section 171 of the Code.

If a holder purchases the Bonds after the initial offering for an amount that is less than the principal amount of the Bonds, and such difference is not considered to be de minimis, then such discount will represent market discount that ultimately will constitute ordinary income (and not capital gain). Further, absent an election to accrue market discount currently, upon a sale or exchange of a Bond, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to carry a market discount Bond that does not exceed the accrued market discount for any taxable year, will be deferred.

Under recently enacted legislation, accrual method taxpayers may be required to recognize items of income, including OID, no later than the taxable year in which such income is taken into account as revenue for financial accounting purposes. The precise method of applying this acceleration rule to the Bonds is a matter of some uncertainty, particularly with respect to debt instruments issued with OID, and especially those subject to Section 1272(a)(6) of the Code. Prospective investors should consult their own tax advisors with regard to the application of these new tax accounting rules in their particular circumstances.

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MEDICARE TAX

An additional 3.8% tax will be imposed on the net investment income (which includes interest, original issue discount and gains from a disposition of a Bond) of certain individuals, trusts and estates. Prospective investors in the Bonds should consult their tax advisors regarding the possible applicability of this tax to an investment in the Bonds.

SALE AND EXCHANGE OF BONDS; DEFEASANCE

Upon a sale or exchange of a Bond, a holder generally will recognize gain or loss on the Bonds equal to the difference between the amount realized on the sale and its adjusted tax basis in such Bond. Such gain or loss generally will be capital gain (although any gain attributable to accrued market discount of the Bond not yet taken into income will be ordinary) if the holder holds the Bond as a capital asset. The adjusted basis of the holder in a Bond (without OID) will (in general) equal its original purchase price and decreased by any payments received on the Bond. In general, if the Bond is held for longer than one year, any gain or loss would be long term capital gain or loss, and capital losses are subject to certain limitations.

If the liability of the Corporation in respect of a Bond ceases as a result of an election by the Corporation to pay and discharge the indebtedness on such Bond by depositing with the Bond Trustee sufficient cash and/or Government Obligations to pay or redeem and discharge the indebtedness on such Bond (a “legal defeasance”), under current tax law a holder will be deemed to have sold or exchanged such Bond. In the event of such a legal defeasance, a holder generally will recognize gain or loss on the deemed exchange of the Bonds. Ownership of the Bonds after a deemed sale or exchange as a result of a legal defeasance may have tax consequences different than those described in this “TAX MATTERS” section and each holder should consult its own tax advisor regarding the consequences to such holder of a legal defeasance of the Bonds.

BACKUP WITHHOLDING

The Corporation or its paying agent, if any (the “payor”), must report annually to the IRS and to each U.S. Holder any interest that is payable to the U.S. Holder, subject to certain exceptions. Under Section 3406 of the Code and applicable Treasury Regulations, a non-corporate U.S. Holder of the Bonds may be subject to backup withholding at the current rate of 24% (subject to future adjustment) with respect to “reportable payments,” which include interest paid on the Bonds and the gross proceeds of a sale, exchange, redemption or retirement of the Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a taxpayer identification number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c) of the Code or (iv) there has been a failure of the payee to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amounts paid as back-up withholding do not constitute an additional tax and will be credited against the U.S. Holder’s federal income tax liabilities (and possibly result in a refund), so long as the required information is timely provided to the IRS.

CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

This section describes certain U.S. federal income and estate tax consequences to Non U.S. Holders.

If, under the Code, interest on the Bonds is “effectively connected with the conduct of a trade or business within the United States” by a Non-U.S. Holder, such interest will be subject to U.S. federal income tax in a similar manner as if the Bonds were held by a U.S. Holder, as described above, and in the case of Non-U.S. Holders that are corporations may be subject to U.S. branch profits tax at a rate of up to 30%, unless an applicable tax treaty provides otherwise. Such Non-U.S. Holder will not be subject to withholding taxes, however, if it provides a properly executed Form W-8ECI to the payor.

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Interest on the Bonds held by other Non-U.S. Holders may be subject to withholding taxes of up to 30% of each payment made to the Non-U.S. Holders unless the “portfolio interest” exemption applies. In general, interest paid on the Bonds to a Non-U.S. Holder will qualify for the portfolio interest exemption, and thus will not be subject to U.S. federal withholding tax, if (1) such Non-U.S. Holder is not a “controlled foreign corporation” (within the meaning of Section 957 of the Code) related, directly or indirectly, to the Corporation or a bank and the payor receives a certification of such facts from the Non U.S. Holder; and (2) the payor receives from the Non-U.S. Holder who is the beneficial owner of the obligation a statement signed by such person under penalties of perjury, on IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), certifying that such owner is not a U.S. Holder and providing such owner’s name and address. Alternative methods may be applicable for satisfying the certification requirement described above. Foreign trusts and their beneficiaries are subject to special rules, and such persons should consult their own tax advisors regarding the certification requirements.

If a Non-U.S. Holder does not claim, or does not qualify for, the benefit of the portfolio interest exemption, the Non-U.S. Holder may be subject to a 30% withholding tax on interest payments on the Bonds. However, the Non-U.S. Holder may be able to claim the benefit of a reduced withholding tax rate under an applicable income tax treaty between the Non-U.S. Holder’s country of residence and the U.S. Non-U.S. Holders are urged to consult their own tax advisors regarding their eligibility for treaty benefits. The required information for claiming treaty benefits is generally submitted on Form W-8BEN or IRS Form W-8BEN-E. In addition, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number.

A Non-U.S. Holder will generally not be subject to U.S. federal income tax or withholding tax on gain recognized on a sale, exchange, redemption or other disposition of a Bond. (Such gain does not include proceeds attributable to accrued but unpaid interest on the Bonds, which will be treated as interest.) A Non-U.S. Holder may, however, be subject to U.S. federal income tax on such gain if: (1) the Non-U.S. Holder is a nonresident alien individual who was present in the United States for 183 days or more in the taxable year of the disposition, or (2) the gain is effectively connected with the conduct of a U.S. trade of business, as provided by applicable U.S. tax rules (in which case the U.S. branch profits tax may also apply), unless an applicable tax treaty provides otherwise.

The payor must report annually to the IRS and to each Non-U.S. Holder any interest that is subject to U.S. withholding taxes or that is exempt from U.S. withholding taxes pursuant to an income tax treaty or certain provisions of the Code. Copies of these information returns may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities of the country in which the Non-U.S. Holder resides.

Payments to Non-U.S. Holders will be net of any applicable withholding tax. The Corporation is not providing any indemnification or gross-up in regard to such taxes.

A Non-U.S. Holder generally will not be subject to backup withholding with respect to payments of interest on the Bonds as long as the Non-U.S. Holder (i) has furnished to the payor a valid IRS Form W-8BEN or IRS Form W-8BEN-E certifying, under penalties of perjury, its status as a non-U.S. person, (ii) has furnished to the payor other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with Treasury regulations, or (iii) otherwise establishes an exemption. A Non-U.S. Holder may be subject to information reporting and/or backup withholding on a sale of the Bonds through the United States office of a broker and may be subject to information reporting (but generally not backup withholding) on a sale of the Bonds through a foreign office of a broker that has certain connections to the United States, unless the Non-U.S. Holder provides the certification described above or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption.

Amounts withheld under the backup withholding rules may be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

In addition to the rules described above concerning the potential imposition of withholding on interest payments to Non-U.S. Holders, payments of interest after June 30, 2014, to Non-U.S. Holders that are “financial

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institutions” may be subject to a withholding tax of 30% unless an agreement is in place between the financial institution or the jurisdiction in which the Non U.S. Holder is a tax resident and the U.S. Treasury to collect and disclose information about accounts, equity investments, or debt interests in the financial institution held by one or more U.S. persons or the financial institution is a resident in a jurisdiction that has entered into such an agreement. For these purpose, a “financial institution” means any entity that (i) accepts deposits in the ordinary course of a banking or similar business, (ii) holds financial assets for the account of others as a substantial portion of its business, or (iii) is engaged (or holds itself out as being engaged) primarily in the business of investing, reinvesting or trading in securities, partnership interests, commodities or any interest (including a futures contract or option) in such securities, partnership interests or commodities.

Payments of interest to non-financial non-U.S. entities (other than publicly traded foreign entities, entities owned by residents of U.S. possessions, foreign governments, international organizations, or foreign central banks), will also be subject to a withholding tax of 30% if the entity does not certify that the entity does not have any substantial U.S. owners or provide the name, address and TIN of each substantial U.S. owner.

If a Non-U.S. Holder would be subject to the withholding on payments of interest described in the two preceding paragraphs, the gross proceeds from a disposition of a Bond may also be subject to a withholding tax of 30% after December 31, 2018.

APPROVAL OF LEGALITY

The validity of the Bonds and certain legal matters incident to the issuance of the Bonds are subject to the approving opinion of Ice Miller LLP, special bond counsel to the Corporation, and Hawkins Delafield & Wood LLP, special counsel to the Corporation. Certain legal matters will be passed upon for the Corporation by Mary Beth Claus, Esq., General Counsel and for the Underwriters by their counsel, Chapman and Cutler LLP.

Ice Miller LLP also represents the Corporation on various matters not related to the financing.

RATINGS

Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and S&P Global Ratings (“S&P”) have assigned ratings to the Bonds of “Aa2” (stable outlook), “AA” (stable outlook), and “AA” (stable outlook), respectively. Any explanation of the significance of such rating may only be obtained from the applicable rating agency.

Generally, rating agencies base their ratings on the information and materials furnished to them and on investigations, studies and assumptions by the ratings agencies. There is no assurance that a particular rating will be maintained 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. The Corporation, the Underwriters and the Obligated Group have undertaken no responsibility to oppose any such proposed revision or withdrawal of any rating of the Bonds. The Underwriters have undertaken no responsibility to bring to the attention of the Owners of the Bonds any such proposed revision or withdrawal. Any such change in or withdrawal of any rating could have an adverse effect on the market price for or marketability of the Bonds. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

UNDERWRITING

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”) have agreed to purchase the Bonds at a price equal to $______(representing the principal amount of the Bonds plus/less an underwriting original issue premium/discount of $______) pursuant to a bond purchase agreement entered into by and among the Underwriters and the Corporation (the “Bond Purchase Agreement”). The Bond Purchase Agreement provides that the Underwriters will purchase all of the Bonds, if any are purchased. The

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obligation of the Underwriters to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement.

The Underwriters intend to offer the Bonds to the public initially at the offering price set forth on the front cover of this Offering Memorandum, which may subsequently change without any requirement of prior notice. The Underwriters reserve the right to offer and sell the Bonds to dealers (including dealers depositing the Bonds into investment trusts) at a price lower than the initial public offering price.

The Credit Group Representative, on behalf of the Credit Group, has agreed to indemnify the Underwriters against certain civil liabilities, including certain liabilities arising out of incorrect statements or information in this Offering Memorandum.

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the Corporation and/or Indiana University Health System, for which they may have received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Corporation and/or Indiana University Health System.

J.P. Morgan Securities LLC (“JPMS”), one of the Underwriters of the Bonds, has entered into negotiated dealer agreements (each, a “Dealer Agreement”) with each of Charles Schwab & Co., Inc. (“CS&Co.”) and LPL Financial LLC (“LPL”) for the retail distribution of certain securities offerings, including the Bonds, at the original issue prices. Pursuant to each Dealer Agreement (if applicable to this transaction), each of CS&Co. and LPL will purchase Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any Bonds that such firm sells.

INDEPENDENT AUDITORS

The consolidated financial statements of Indiana University Health, Inc. and Subsidiaries as of December 31, 2017 and 2016 and for the fiscal years then ended, included in this Offering Memorandum in Appendix B, have been audited by Ernst & Young, LLP, independent auditors, as stated in their report included in this Offering Memorandum in Appendix B.

FINANCIAL ADVISOR

Swap Financial Group, LLC (“SFG”) is serving as financial advisor to the Corporation with respect to the pricing and sale of the Bonds. In its role as financial advisor to the Corporation, SFG has not undertaken either to make an independent verification of or to assume responsibility for the accuracy or completeness of the information contained in this Offering Memorandum and the appendices hereto. SFG is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing tax-exempt securities or other public securities.

CERTAIN ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes certain fiduciary obligations and prohibited transaction restrictions on employee pension and welfare benefit plans subject to Title I of ERISA (“ERISA Plans”). Section 4975 of the Code imposes essentially the same prohibited transaction restrictions and some of the general fiduciary standards on tax-qualified retirement plans described in Section 401(a)

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and 403(a) of the Code, which are exempt from tax under Section 501(a) of the Code, other than governmental and church plans referred to below (“Qualified Retirement Plans”), and on individual retirement accounts described in Section 408 of the Code (“IRAs” and, collectively with Qualified Retirement Plans, “Tax-Favored Plans”). Governmental plans (as defined in Section 3(32) of ERISA) and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA), are not subject to ERISA requirements and are not subject to the requirements of Section 4975 of the Code. Accordingly, assets of such plans may be invested in the Bonds without regard to ERISA and the Code considerations described below, but may be subject to similar provisions of applicable federal and state law (the “Similar Law”). Moreover, fiduciaries of non-U.S. benefit plans should determine the effect of foreign laws on the acquisition of the Bonds.

Fiduciaries of plans covered by ERISA and Tax-Favored Plans should determine if the acquisition and retention of the Bonds satisfy ERISA’s general fiduciary obligations, including those of investment prudence and diversification and the requirement that a plan’s investment be made in accordance with the documents governing the plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of ERISA Plans and Tax-Favored Plans and entities whose underlying assets include plan assets by reason of ERISA Plans or Tax-Favored Plans investing in such entities (collectively, “Benefit Plans”) and persons who have certain specified relationships to the Benefit Plans (“Parties in Interest” or “Disqualified Persons”), unless a statutory or administrative exemption is available. Certain Parties in Interest (or Disqualified Persons) that participate in a prohibited transaction may be subject to a penalty (or an excise tax) imposed pursuant to Section 502(i) of ERISA or Section 4975 of the Code and parties may be liable for losses suffered by plan investors if prohibited transactions occur unless a statutory or administrative exemption is available.

The acquisition or holding of Bonds by or on behalf of a Benefit Plan could be considered to give rise to a prohibited transaction if the Corporation or the Bond Trustee, or any of their respective affiliates, is or becomes a Party in Interest (or a Disqualified Person) with respect to such Benefit Plan. In such case, certain exemptions from the prohibited transaction rules could be applicable depending on the type and circumstances of the plan fiduciary making the decision on behalf of a plan to acquire a Bond. Included among these exemptions are Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by certain “in-house asset managers”; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 95-60, regarding transactions effected by “insurance company general accounts”; PTCE 91-38, regarding investments by bank collective investment funds; and PTCE 84-14, regarding transactions effected by independent “qualified professional asset managers.” In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code generally provide for a statutory exemption from the prohibited transaction rules for certain transactions between Benefit Plans and persons who are Parties in Interest (or Disqualified Persons) solely by reason of providing services to such Benefit Plans or that are affiliated with such service providers, provided generally that such persons are not fiduciaries (or affiliates of fiduciaries) with respect to the “Plan Assets” of any Benefit Plan involved in the transaction and that certain other conditions are satisfied.

Any ERISA Plan fiduciary considering whether to purchase Bonds on behalf of an ERISA Plan should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such investment and the availability of any of the exemptions referred to above. Persons responsible for investing the assets of plans that are not ERISA Plans should seek similar counsel with respect to the effect of any applicable law.

By acquiring the Bonds (or interest therein), each purchaser thereof (and if the purchaser is a Benefit Plan, its fiduciary) is deemed to represent and warrant that either (i) it is not acquiring such Bonds (or interests therein) with the assets of a Benefit Plan, governmental plan or church plan or (ii) the acquisition of such Bonds (or interests therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law.

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VERIFICATION OF MATHEMATICAL COMPUTATIONS

Causey Demgen & Moore, P.C., certified public accountants, will deliver to the Corporation, on or before the date of issuance of the Bonds, its verification report indicating that it has verified, in accordance with attestation standards established by the American Institute of Certified Public Accountants, the mathematical accuracy of the mathematical computations of the adequacy of the cash and the maturing principal of and interest on the Government Obligations to pay, when due, the maturing principal of, interest on and premium requirements, if any, of the Series 2011N Bonds.

MISCELLANEOUS

All quotations from and summaries and explanations of the Indenture, the Master Indenture and other documents contained herein do not purport to be complete, and reference is made to said documents and statutes for full and complete statements of their provisions. The appendices attached hereto are a part of this Offering Memorandum. All projections, forecasts, estimates and other statements in this Offering Memorandum involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.

Information relating to DTC and the book-entry system described herein under the heading “BOOK-ENTRY ONLY SYSTEM” has been furnished by DTC and is believed to be reliable.

References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this final Offering Memorandum.

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EXECUTION

This Offering Memorandum has been issued by Indiana University Health, Inc., as Credit Group Representative. This Offering Memorandum is not to be construed as a contract or agreement between the Corporation or any of the Designated Affiliates and the purchasers or Owners of any of the Bonds.

INDIANA UNIVERSITY HEALTH, INC., as Credit Group Representative

By: ______Jennifer M. Alvey Senior Vice President and Chief Financial Officer

By: ______John D. Huesing Vice President and Treasurer

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APPENDIX A

INFORMATION CONCERNING INDIANA UNIVERSITY HEALTH, INC. AND SUBSIDIARIES

APPENDIX A

INFORMATION CONCERNING INDIANA UNIVERSITY HEALTH, INC. AND SUBSIDIARIES

TABLE OF CONTENTS Page INTRODUCTION ...... A-1 MAP OF INDIANA UNIVERSITY HEALTH HOSPITALS AND AFFILIATED FACILITIES ...... A-3 OPERATIONAL AND SUPPORT STRUCTURE ...... A-4 AWARDS, RECOGNITIONS, AND ACCOMPLISHMENTS ...... A-5 STRATEGIC INITIATIVES AND TRANSACTIONS ...... A-5 ORGANIZATIONAL CHART ...... A-9 THE OBLIGATED GROUP ...... A-11 DESIGNATED AFFILIATES ...... A-12 RELATED ENTITIES AND OTHER AFFILIATIONS ...... A-12 GOVERNANCE AND MANAGEMENT ...... A-14 SERVICE AREAS ...... A-19 MEDICAL STAFF ...... A-21 MEDICAL EDUCATION AND RESEARCH ...... A-23 MANAGED CARE ...... A-23 OPERATING INFORMATION ...... A-24 FINANCIAL INFORMATION ...... A-25 MANAGEMENT'S DISCUSSION OF FINANCIAL PERFORMANCE ...... A-34 PHILANTHROPY ...... A-40 COMMUNITY BENEFIT ...... A-40 EMPLOYEES ...... A-40 INFORMATION TECHNOLOGY ...... A-40 INSURANCE ...... A-41 LITIGATION ...... A-41 ACCREDITATION AND MEMBERSHIPS ...... A-42

The information contained herein as Appendix A to this Offering Memorandum has been obtained from Indiana University Health, Inc. (“Indiana University Health”) and other sources identified herein deemed to be reliable.

FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS OFFERING MEMORANDUM THAT RELATE TO INDIANA UNIVERSITY HEALTH, INCLUDING BUT NOT LIMITED TO, STATEMENTS IN THIS APPENDIX A, ARE FORWARD- LOOKING STATEMENTS THAT ARE BASED ON THE BELIEFS OF AND ASSUMPTIONS MADE BY THE MANAGEMENT OF INDIANA UNIVERSITY HEALTH. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS OR PERFORMANCE OF INDIANA UNIVERSITY HEALTH TO BE MATERIALLY DIFFERENT FROM ANY EXPECTED FUTURE RESULTS OR PERFORMANCE. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, ITEMS DESCRIBED UNDER THE HEADING “BONDHOLDERS’ RISKS” IN THE FOREPART OF THIS OFFERING MEMORANDUM AND UNDER THE HEADINGS “STRATEGIC INITIATIVES,” “OPERATING INFORMATION,” “FINANCIAL INFORMATION,” AND “MANAGEMENT’S DISCUSSION OF FINANCIAL PERFORMANCE” IN THIS APPENDIX A. INTRODUCTION

Indiana University Health is a nonprofit Indiana corporation that owns and operates several hospitals and other clinical facilities. Indiana University Health is also the parent corporation of several entities which, together with its operations (collectively, the “Indiana University Health System”) make up the largest health care system in the State of Indiana (“State”) by patients served and by revenue, and is also the largest academic health care system in the State. The Indiana University Health System’s total operating revenues approximated $6.28 billion for the twelve months ended December 31, 2017.

Providing acute, nonacute, tertiary, and quaternary care services on an inpatient, outpatient, and emergency basis, Indiana University Health System serves those living in the State and serves as a destination for complex care for those living beyond its borders. Indiana University Health’s mission is to improve the health of its patients and the communities it serves through innovation and excellence in care, education, research, and service. Indiana University Health System provides a continuum of care through its 16 acute care hospitals (of which four operate under a single license), physician operations, including more than 300 primary care and specialty care offices, ambulatory care ranging from comprehensive outpatient care facilities to home health to surgery centers, medical education and research, and population health management capabilities. In addition, Indiana University Health System has entered into certain partnerships, joint ventures, and other arrangements with physicians and other entities for the operation of ambulatory surgery, urgent care, and diagnostic centers.

Indiana University Health’s acute care hospital operations include an academic health center affiliated with the Indiana University School of Medicine, the largest medical school in the United States by student enrollment. The academic health center includes Indiana University Health Methodist Hospital (“IU Health Methodist”), Indiana University Health University Hospital and Outpatient Center (“IU Health University”), and James Whitcomb Riley Hospital for Children at Indiana University Health (“Riley Hospital” and, together with IU Health Methodist and IU Health University, the “Academic Health Center”), which are all located within two miles of each other in the city of Indianapolis, Indiana. The Academic Health Center, together with Indiana University Health Saxony Hospital (“IU Health Saxony”), located in suburban Fishers, Indiana, is licensed as a single acute care hospital. Further detail on the Academic Health Center is included under the caption “THE OBLIGATED GROUP” below.

Starting from the core of the Academic Health Center, the Indiana University Health System developed rapidly through strategic capital projects and mergers. Much of this growth was due to an intentional “three-front strategy” to (1) focus on the three downtown hospitals, but also grow beyond the City of Indianapolis, (2) capture market share in the broader Indianapolis metropolitan area with stronger provider networks in growing suburban communities, and (3) affiliate with hospitals throughout the State to truly become a statewide system. This led to the construction of Indiana University Health West Hospital (“IU Health West”) in 2003, Indiana University Health North Hospital (“IU Health North”) in 2004, Indiana University Health Arnett Hospital (“IU Health Arnett”) in 2009, and IU Health Saxony in 2011; and between 2009 and 2011, the consummation of affiliations with Indiana University Health Bloomington Hospital (“IU Health Bloomington”), Indiana University Health Ball Memorial Hospital (“IU Health Ball Memorial”), and others. Further detail of each of these hospitals is included under the captions “THE OBLIGATED GROUP” and “RELATED ENTITIES AND OTHER AFFILIATES” below. Recently, to further expand the network, Indiana University Health assumed operation of Indiana University Health Frankfort, Inc. (“IU Health Frankfort”) and Indiana University Health Jay, Inc. (“IU Health Jay”) in 2017 and 2018, respectively.

Additionally, since 2009, most of the Indiana University Health owned or operated physician practices, practice plans of the Indiana University School of Medicine, and other private practice physicians have been integrated into Indiana University Health Care Associates, Inc. d/b/a IU Health Physicians (“IU Health Physicians”), a nonprofit affiliate controlled by Indiana University Health. IU Health Physicians is designed to provide a better health care experience for patients through a delivery model that facilitates access, coordinates care, and improves quality of care.

In recent years, Indiana University Health shifted focus from rapid growth to integrating its operations throughout the State using a more consistent, centralized approach, incorporating system initiatives that drive alignment and integration, both clinically and administratively. To aid this integrated approach, governance structures have been realigned to create regional boards, and core business functions such as finance, human resources, and information technology are now centralized across the majority of the enterprise.

A-1 Upon the issuance of the Bonds, Indiana University Health will be the only Member of the Obligated Group and, therefore, the only entity liable to make payments on the Obligations. Indiana University Health Tipton Hospital, Inc. (“IU Health Tipton”) is the only designated affiliate. While not Members of the Obligated Group, each Designated Affiliate is controlled by a Member of the Obligated Group and, pursuant to the Master Indenture, is required to transfer amounts to the Obligated Group to enable the Obligated Group to pay principal of and premium, if any, and interest on the Obligations.

Total assets and total operating revenues of the Obligated Group and the Designated Affiliate (collectively, the “Credit Group”) expressed as a proportion of total assets and total operating revenues for the Indiana University Health System were approximately eight-six (86%) and fifty-eight percent (58%), respectively, as of and for the twelve months ended December 31, 2017. Excluding the portions of Credit Group total assets and total operating revenues which eliminate in consolidation for purposes of Indiana University Health System financial statements, these percentages are approximately seventy-eight percent (78%) and fifty percent (50%), respectively. No other member of the Indiana University Health System will have any obligation to make payments on the Obligations.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the front part of this Offering Memorandum.

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A-2 MAP OF INDIANA UNIVERSITY HEALTH HOSPITALS AND AFFILIATED FACILITIES

A-3 OPERATIONAL AND SUPPORT STRUCTURE

The Indiana University Health System is organized by regions and supported by centrally managed system services to best position the Indiana University Health System to achieve its value proposition. Regional hospitals and ambulatory care facilities provide patients and the community with access to primary and specialty care supported by Indiana University Health physician groups aligned to their region. The most complex cases are referred to the Academic Health Center in Indianapolis to ensure patients receive the specialized care they need.

The Indiana University Health System is managed collaboratively and supported by centralized system services. A number of the business support functions are consolidated and managed to prioritize support to meet the greatest needs and identify opportunities to achieve optimal outcomes at the system, regional, and individual business unit levels. Since 2011, Indiana University Health has taken deliberate steps to prepare the organization for a transition to a more progressive model of care. It began by aligning the business services to support the system through centrally managed teams and system-wide technology and service platforms. Beginning in 2011, Indiana University Health integrated the majority of the system into a single treasury management program, consolidating the system’s debt, cash, and investment management into a single treasury team. Subsequently, Indiana University Health has continued to integrate business systems and functions to provide centrally-managed, system-wide support to clinical operations. The Indiana University Health System benefits from the use of a centralized enterprise resource planning system to manage most of the system’s people, financial reporting, and supply chain management. The Indiana University Health System is supported by a centralized information technology team offering a suite of systems and services and a single human resources team providing talent management and employee relations support for the system, both with imbedded regional teams to support the day-to-day information technology and human resources needs of the system. The majority of the Indiana University Health System is supported by a single revenue cycle team, which centrally manages all financial touchpoints of a patient’s care to provide coordinated patient financial services, from system- wide patient access and financial clearance through customer service and centralized financial reporting and analysis to highlight positive performance and opportunities to drive continuous improvement.

A-4 AWARDS, RECOGNITIONS, AND ACCOMPLISHMENTS

The Indiana University Health System is Indiana’s most comprehensive health care system. It is home to the State’s largest adult Level I Trauma Center and the only pediatric Level I Trauma Center. In addition, it has unique partnerships with the Indiana University School of Medicine, among the nation’s leading medical schools, and the Indiana University School of Nursing, one of the nation’s largest nursing schools which is recognized for innovation in teaching, leadership, and research. There are very few procedures or subspecialty services not offered by the Indiana University Health System.

Indiana University Health is honored to be nationally ranked among the best hospitals 20 years in a row by U.S. News & World Report with seven clinical programs ranked among the top 50 national programs in the 2017-18 edition of America’s Best Hospitals. Indiana University Health is one of the only healthcare systems to be nationally recognized by U.S. News & World Report 20 years in a row. Riley Hospital is nationally ranked in 10 out of the 10 pediatric specialties. Seven Indiana University Health System hospitals have achieved Magnet® recognition, the gold standard in nursing excellence, by the American Nurses Credentialing Center. More than 80% of U.S. News & World Report's Top Doctors in Indiana practice at Indiana University Health.

In December 2017, IU Health Tipton was awarded a five-star quality rating by the Centers for Medicare and Medicaid Services (“CMS”). IU Health Tipton is the fourth Indiana University Health System hospital to receive this award joining IU Health Bloomington, IU Health North, and IU Health West.

The Indiana University Health System invested further in leading-edge, first-in-Indiana technologies to enhance patient care, including the debut of a “heart-in-a-box” system to store beating donor hearts during heart transplants; installation of a combined PET/MRI scanner to more precisely detect and treat cancerous tumors; and expanded precision genomic programs to fight or cure late-stage cancers in adults and children by analyzing their sequenced whole genomes. Indiana University Health operates one of the nation’s top ten solid organ transplant centers and the only comprehensive transplant program in the State.

STRATEGIC INITIATIVES AND TRANSACTIONS

Strategic Initiatives

As part of its commitment to being a leader in both the treatment of patients with complex illnesses as well as in the transition from payment models that reward volume to those that reward value, the Indiana University Health System continuously evaluates its operations with goals to achieve superior clinical outcomes and to treat patients in the most beneficial and least resource-intensive settings possible as it works to effectively manage the health of populations.

As part of this continual evaluation, management engages in discussions at times with unaffiliated third parties regarding potential affiliations, acquisitions, dispositions, divestitures, joint ventures, and other transactions. In addition, management considers the potential to change the services offered at a given facility or consolidate and/or eliminate redundant services. Such changes could be material, impacting the future composition of the system.

In October 2017, Indiana University Health announced plans to open a pediatric specialty care office as well as a primary care office in Fort Wayne, Indiana in 2018. The plan is in response to the Fort Wayne community’s growing need for primary care, to attract and retain quality physicians in the area, and to continue efforts to make Indiana a healthier state overall.

In addition, Indiana University Health has identified the following as adult destination clinical programs: digestive and liver disorders, complex cardiology, complex neurosurgery, oncology, transplant, urologic diseases, orthopedic revisions and resections; and the following as pediatric destination clinical programs: congenital heart diseases, fetal therapy center, oncology, urology, and neurodevelopment.

Capital Expenditures

Indiana University Health approaches its allocation of capital resources by prioritizing the needs of the Indiana University Health System through a strategic, financial, and risk-based lens. Senior leadership reviews all high-dollar A-5 capital requests to ensure the system’s capital utilization aligns with the overall operational plans and goals of the system.

In December 2017, the Indiana University Health Board of Directors approved a capital expenditure plan to integrate maternity and neonatal services at Riley Hospital. When finished, Riley Hospital will be able to accommodate more than 3,800 deliveries annually (up from approximately 3,200), including those from high risk mothers, and provide care for babies with known congenital anomalies.

Also in December 2017, the Indiana University Health Board of Directors approved a capital expenditure plan to build a cancer care facility at IU Health North. The plan is to build an approximately 88,000 square foot, two-story patient experience-focused facility, that will provide full service cancer treatment options and necessary support services.

In October 2017, the Indiana University Health Board of Directors approved a capital expenditure plan to build a regional health campus in Bloomington, Indiana, which will increase IU Health Bloomington’s ability to improve patient care by providing more opportunities for collaboration among clinical, research, and medical staff and faculty. This plan will allow the Indiana University School of Medicine to expand its medical education programs and research opportunities on the IU Health Bloomington campus. As part of this plan, IU Health Bloomington will build a replacement hospital, which will further its mission of providing cutting-edge health services to the region.

Also in October 2017, the Indiana University Health Board of Directors approved a capital expenditure plan for expansion at IU Health West. The expansion is expected to include approximately 48 additional inpatient beds, a new operating room, and additional support services space to accommodate rising patient volumes.

For the foregoing four projects, the Indiana University Health Board of Directors approved budgets which aggregate to $664 million, portions of which will be capitalized and portions of which will be expensed. Indiana University Health expects to pay for these projects through a combination of the proceeds of bonds, cash from operations, fundraising, available funds (see the caption “FINANCIAL INFORMATION” in this Appendix A), and other sources.

In April 2015, the Indiana University Health Board of Directors approved a plan to consolidate downtown Indianapolis adult services to one medical campus centered on Capitol Avenue and 16th Street (the current site of IU Health Methodist). As Indiana University Health is committed to improving the health of its patients and communities, the plan also includes the development of an array of ambulatory care services for residents of the neighborhoods around the downtown Indianapolis campus. The adult service medical campus is expected to include a medical education building and faculty offices on-site to enhance ongoing collaboration with the Indiana University School of Medicine and support the tripartite mission of clinical care, research, and education. While the Board has authorized certain preliminary activities, including strategic planning and analysis related to this plan, it has not approved the scope of this project or total capital expenditures related thereto. Accordingly, any estimates of cost or scope that may be available through media sources should not be relied upon, as they may not be consistent with current expectations of Indiana University Health senior management.

Strategic Transactions (Dollars in thousands)

Indiana University Health held 50% membership interests in both MDwise, Inc. and MDwise Medicaid Network, Inc., with Health and Hospital Corporation of Marion County (“HHC”) holding the other 50% membership interest. On October 31, 2017, a sponsorship transfer agreement was entered into with Michigan-based McLaren Health Care (“McLaren”), whereby Indiana University Health and HHC would transfer their membership interests in MDwise, Inc. and MDwise Medicaid Network, Inc. to McLaren. The transaction closed on December 29, 2017, and resulted in the recognition of a gain of $68,152 in other revenue on the consolidated statement of operations and changes in net assets.

On November 20, 2017, Indiana University Health entered into an Affiliation and Asset Purchase Agreement with Jay County Hospital, a 25-bed critical access hospital located in Portland, Indiana. Effective March 1, 2018, Jay County Hospital transferred substantially all of its assets and liabilities to IU Health Jay, a newly created nonprofit organization, and Indiana University Health became the sole corporate member of the hospital.

A-6 On June 1, 2017, Indiana University Health sold two outpatient hemodialysis in-center units in downtown Indianapolis and a home dialysis program to ISD Renal, Inc., a subsidiary of DaVita, Inc. Through the sale transaction, Indiana University Health sold substantially all of the assets owned and used by the dialysis business for $25,763. Indiana University Health recognized a gain of $25,285 related to the transaction. The gain is reflected in other revenue on the consolidated statement of operations and changes in net assets.

In 2017, the Indiana University Health System strengthened its collaboration with Union Hospital, a two- hospital nonprofit healthcare system located approximately 80 miles west of Indianapolis, through an arrangement to staff its emergency department with IU Health physicians. This collaboration builds on a long-term relationship between the providers and ensures access to the Indiana University Health System’s quality trauma care and nationally ranked specialty care.

On November 10, 2016, Indiana University Health entered into a lease agreement with Clinton County, Indiana to lease the hospital building and other related property and equipment and to assume the operations of Frankfort Hospital, the Clinton County-owned hospital, effective June 1, 2017. As of the effective date, Indiana University Health began a five-year lease with renewal options for the 25-bed county-owned critical access hospital and affiliated medical offices. The annual minimum rental rate is $1,000. Additional rent can be triggered if the hospital reaches certain net income targets, which did not occur in 2017.

On December 6, 2016, a Separation Agreement was executed, effective December 31, 2016, between Indiana University Health and Goshen Hospital (“Goshen”). As of the effective date, Indiana University Health withdrew as the sole corporate member of Goshen. Under the agreement, Goshen agreed to pay Indiana University Health a separation payment of $20,000 payable over a ten-year period, with the first installment of $2,000 due at closing. The Indiana University Health System recognized a nonoperating loss of $295,214, net of the separation payment of $20,000, related to the transaction for the year ended December 31, 2016. Just prior to the closing of this transaction, Indiana University Health, acting as Obligated Group Agent, effectuated the removal of Goshen as a Designated Affiliate.

For the years ended December 31, 2016 and 2015, Goshen represented approximately 4.3% and 4.1%, respectively, of the total operating revenues of the Indiana University Health System.

Indiana University Health was the sole corporate member of Indiana University Health La Porte, Inc. (“La Porte”). On December 24, 2015, a Contribution and Sale Agreement was executed by and among Indiana University Health, La Porte, Frankfort Health Partner, Inc., and Community Health Systems, Inc. (“CHS”) and other affiliated entities. In anticipation of the agreement, Indiana University Health and La Porte formed a limited liability company with Indiana University Health holding a 20% interest and La Porte holding 80%. The agreement includes a put option for Indiana University Health to put its interest in the limited liability company to CHS at its sole discretion. Upon closing of the agreement, La Porte and certain of its affiliated entities contributed assets to the limited liability company and certain of its affiliated entities. Also upon the closing, Frankfort Health Partner, Inc., a subsidiary of CHS, purchased La Porte’s 80% interest in the limited liability company for $96,489, plus the net working capital minus any long-term debt or capital leases. Pursuant to the limited liability company agreement, 20% of the assets contributed to the limited liability company are deemed to have been contributed on behalf of Indiana University Health, the value of which has been credited to Indiana University Health’s capital account. The proceeds of the sale, net of the settlement of La Porte’s liabilities existing on the date of sale and a portion to be retained by Indiana University Health under the agreement, were contributed to a foundation in support of the La Porte community. This transaction closed on March 1, 2016. The Indiana University Health System recognized a nonoperating loss, net of the value of Indiana University Health’s investment in the new limited liability company, of $156,809 related to the transaction in the first quarter of 2016. In anticipation of the closing of this transaction, during 2015, Indiana University Health, acting as Obligated Group Agent, effectuated the removal of La Porte from the Obligated Group. During 2016, Indiana University Health approved the termination of the La Porte defined benefit pension plan, effective December 31, 2016. Accordingly, the outstanding net actuarial loss of $17,933 was accelerated in 2016 and was reflected in the consolidated statement of operations and changes in net assets as part of the nonoperating loss on deconsolidation of subsidiaries, net and change in pension obligation. The plan assets were liquidated and annuitized as of December 31, 2017.

For the years ended December 31, 2016 and 2015, La Porte represented approximately 0.6% and 3.6%, respectively, of the total operating revenues of the Indiana University Health System.

A-7

Population Health Strategy

Indiana University Health Plans (“IU Health Plans”) provides comprehensive health services to enrollees primarily through contracted networks of hospitals, physicians, and ancillary providers. Some benefit plan designs offer out-of-network access as well. The contracted network employs or contracts with physicians, hospitals, and other health care providers who agree to provide medical care to members and to accept compensation from the contracted network, typically on a modified fee-for-service or capitated basis. In 2014, IU Health Plans partnered with a healthcare management services organization to deliver population health services and lead a transformational redesign of the physician practice operating model. Through this arrangement, the healthcare management service organization provided traditional case management, utilization management, and authorization of medical and pharmacy benefits. Through the integration of IU Health Physicians and Indiana University Health System facilities, employers will expect improved quality and efficiency, resulting in better utilization of health services. As of January 1, 2018, IU Health Plans and Indiana University Health entered into a revised relationship with the healthcare management service organization to begin to internalize the delivery of population health services scheduled to be completed by December 31, 2018.

Since 2011, IU Health Plans has offered health benefit services to Indiana University Health System employees and their dependents and Indiana University employees and their dependents, currently representing approximately 46,400 members. IU Health Plans offers benefits to additional employers in the State currently serving approximately 31,400 members. IU Health Plans is active in the employer market, soliciting opportunities to provide health benefits and offer other related services.

Indiana University Health and IU Health Plans have adopted a portfolio management approach to population health management strategies. Accordingly, certain offerings have been or are being curtailed, while others are being expanded. IU Health Plans reduced its Medicare Advantage (“MA”) product offerings from 70 Indiana counties in 2017 to 50 counties on January 1, 2018 and now serves approximately 14,500 MA members. The reduction in offerings was designed to exit counties where IU Health Plans had few members and the Indiana University Health System did not provide sufficient network adequacy for IU Health Plan MA members. At the beginning of 2017, IU Health Plans reduced its participation in Health Insurance Marketplace (“Marketplace”) products by electing to offer only Marketplace products off the Federal Exchange. As of December 2017, IU Health Plans had approximately 7,700 members in 62 counties throughout the State. Effective January 1, 2018, IU Health Plans discontinued offering any Marketplace products.

MDwise, Inc., a tax-exempt Medicaid Health Maintenance Organization (“HMO”), previously owned 50% by Indiana University Health and 50% by HHC, offers Medicaid managed care services throughout the State with IU Health Plans managing approximately 60,000 members as of December 31, 2017 who have chosen an IU Health or HealthNet, Inc. (“HealthNet”) primary care provider. HealthNet, an Indiana non-profit corporation, is a federally qualified health center providing primary care services to residents in underserved neighborhoods of Indianapolis, Indiana. On January 1, 2018, Medicaid members serviced by HealthNet were transferred to MDwise’s delivery system. On December 29, 2017, Indiana University Health and HHC transferred their sponsorship of MDwise to McLaren. McLaren is a healthcare provider and health insurer with operations in the State of Michigan who is interested in expanding its insurance operations into adjacent states. Indiana University Health continues to manage approximately 36,000 Medicaid members as of January 2018 and has committed to be a Medicaid network provider through the term of the current MDwise Medicaid contract with the State of Indiana.

MDwise Marketplace, owned by Indiana University Health (51%) and HHC (49%) offered Marketplace Bronze, Silver, and Gold products throughout the State in 2017 servicing approximately 24,400 members as of December 2017. IU Health Plans oversaw the performance for approximately 22,800 of these members. Effective January 1, 2018, MDwise Marketplace discontinued offering Marketplace products and is in the process of paying its remaining outstanding medical claims and planning for the dissolution of the company.

Indiana University Health System also participates in the Next Generation Accountable Care Organization (“ACO”) model with CMS. This ACO is an initiative to leverage coordinating care to support better patient engagement and care management to improve health outcomes and lower expenditures for original Medicare fee-for- service beneficiaries.

A-8 ORGANIZATIONAL CHART

Set forth on the following page is an organizational chart reflecting the corporate structure of the Indiana University Health System and its significant subsidiaries. Except where indicated, the subsidiaries are wholly owned and controlled by Indiana University Health.

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A-9 A-10 THE OBLIGATED GROUP

Indiana University Health will be the only Member of the Obligated Group upon the issuance of the Bonds.

Indiana University Health, Inc.

Indiana University Health was incorporated as Clarian Health Partners, Inc. in 1995. Effective January 1, 1997, the ownership and operation of the Academic Health Center was consolidated and licensed as a single acute care hospital (the “Consolidation Transactions”) under the terms of a Definitive Health Care Resources Consolidation Agreement, as amended, (the “Consolidation Agreement”), entered into by and among Indiana University Health, the Trustees of Indiana University (as owners of IU Health University and Riley Hospital), and Methodist Health Group, Inc., an Indiana nonprofit corporation, and Methodist Hospital of Indiana, Inc., an Indiana nonprofit corporation (as owners of IU Health Methodist). At the time of the consolidation, Methodist Health Group, Inc. and Methodist Hospital of Indiana, Inc. merged, and the name of the surviving entity was Methodist Health Group, Inc. Indiana University Health has two classes of members—the “Methodist Class” and the “University Class” see “GOVERNANCE AND MANAGEMENT – Indiana University Health” herein for a description of each class of members. The Methodist Class consists of the Methodist Health Group, Inc. The University Class consists of those individuals who serve from time to time as the Trustees of Indiana University. The Consolidation Agreement expires on December 31, 2095. The Consolidation Agreement may be terminated prior to the expiration of its term for the reasons set forth in the Consolidation Agreement, which include, among other reasons, (1) mutual agreement of Indiana University Health, Methodist Health Group, Inc. and the Trustees of Indiana University or (2) violation by Indiana University Health of the conditions set forth in the delegation resolutions adopted by the Trustees of Indiana University. Upon the occurrence of any other post-closing event of default under the Consolidation Agreement, the parties may pursue any remedy at law or in equity other than termination of the Consolidation Agreement. The Consolidation Agreement provides that no termination may be effective until Indiana University Health has been dissolved and its affairs wound up, including provision for payment of all of Indiana University Health’s liabilities. Such liabilities would include Indiana University Health’s liabilities with respect to the Obligations issued under the Master Indenture.

Indiana University Health’s core hospital and outpatient facilities are described below. In addition, Indiana University Health is the sole corporate member or majority owner of certain Designated Affiliates and other related entities as described in further detail under the captions “DESIGNATED AFFILIATES” and “RELATED ENTITIES AND OTHER AFFILIATIONS.”

Indiana University Health Methodist Hospital is an acute, tertiary, and quaternary care facility that operates approximately 589 staffed beds and one of only three adult Level I Trauma Centers in the State. The hospital facility is the largest in the State, currently totaling more than two million square feet, and has been located at the same site since 1908. IU Health Methodist includes a four-story outpatient center (which is also the site of two joint venture surgery centers), a patient services building where transitional care and psychiatric units are maintained, three administrative support buildings and two physician office buildings.

Indiana University Health University Hospital is an acute, tertiary, and quaternary care academic medical facility that operates approximately 328 staffed beds. Located on the campus of Indiana University—Purdue University at Indianapolis. IU Health University was constructed in 1970. The IU Health University outpatient center adjacent to the hospital houses adult renal dialysis, various outpatient services, multiple adult physician clinics, and the Indiana University Health Simon Cancer Center, which consolidates services to cancer patients on an inpatient and outpatient basis.

James Whitcomb Riley Hospital for Children at Indiana University Health is an acute, tertiary, and quaternary care facility that operates the State’s largest and most comprehensive inpatient care and ambulatory care program for children, and includes approximately 303 staffed beds. The Riley Outpatient Center (“ROC”) provides ancillary services, outpatient clinics, surgery suites, a child psychology and autism clinic, and support functions. A portion of ROC is leased and operated by ROC Surgery, LLC, a joint venture outpatient surgery center operation. As Indiana’s largest children’s hospital, Riley Hospital’s specialty facilities include advanced neonatal intensive care and pediatric intensive care units, the State’s only pediatric burn unit and parent care unit, and the State’s only Level I trauma unit for pediatric patients.

A-11 Indiana University Health Saxony Hospital opened in 2011 and operates an acute care hospital with approximately 32 staffed beds, and an ambulatory care facility providing cardiology, cardiovascular, orthopedic, and neurosurgery services both in suburban Fishers, approximately 20 miles northeast of Indianapolis in adjacent Hamilton County, Indiana. IU Health Saxony operates a full-service emergency department, medical office building, pharmacy, and imaging and laboratory services. A joint venture surgery center operation is also located on the IU Health Saxony campus.

Indiana University Health Morgan (“IU Health Morgan”) is an outpatient care facility, offering a 24-hour emergency room and a range of outpatient procedures and services in Martinsville, Indiana, approximately 30 miles south of Indianapolis.

Off-site operations – Indiana University Health Pathology Laboratory (the “Pathology Laboratory”) consolidates the laboratory functions of the Academic Health Center. Fairbanks Hall, a six story education and research center, includes a simulation center for clinical training and the primary administrative offices for both Indiana University Health and the Indiana University School of Medicine. A 1.5-mile monorail system connects the Academic Health Center facilities, as well as the Pathology Laboratory and Fairbanks Hall, and includes a pneumatic tube system which allows specimens to be transported from each of the hospitals to the Pathology Laboratory. Additional administrative support services are located in off-campus facilities in Indianapolis, Indiana.

Indiana University Health LifeLine (“LifeLine”) initiated operations in 1979 as the first hospital-based helicopter program in the State, with one helicopter based at IU Health Methodist. In 2005, LifeLine consolidated operations with the Riley Hospital Pediatric & Neonatal Transport Program to better serve the entire State and parts of Michigan, Ohio, Kentucky, and Illinois. Currently operating five helicopters and eleven ground ambulances, LifeLine provides critical care, emergency medicine and transportation services from bases in Columbus, Indianapolis, Richmond, Lafayette, and Terre Haute, Indiana for neonatal, pediatric, and adult patients. LifeLine performs over 9,300 patient transports annually. The EC 145 helicopters are operated by Metro Aviation, Inc. from Shreveport, Louisiana. Metro Aviation, Inc. provides aviation and maintenance oversight and personnel to LifeLine.

Indiana University Health also has other outpatient operations not described herein that are wholly-owned and operated by Indiana University Health and include physician offices on the premises of the campuses, and additional physician offices and outpatient services located in the surrounding areas.

DESIGNATED AFFILIATES

The sole Designated Affiliate as of the date of the issuance of the Bonds is:

Indiana University Health Tipton Hospital, Inc. which is an approximately 25 bed critical access nonprofit hospital located in Tipton, Indiana. IU Health Tipton provides short-term inpatient and outpatient health care to Tipton County and other surrounding counties. Services include acute and nonacute care services on an inpatient, outpatient and emergency basis as well as health care diagnostic and treatment services.

RELATED ENTITIES AND OTHER AFFILIATIONS

In addition to the Obligated Group and the Designated Affiliate, Indiana University Health is affiliated with a variety of other organizations directly, through joint ventures with various ownership structures, through clinical affiliations and through other structures. These entities are principally acute or rehabilitation hospitals, ambulatory surgery centers, physician groups, foundations controlled by Indiana University Health, and foundations not controlled by Indiana University Health, but which support organizations controlled by Indiana University Health. Related entities which represent more than 5% of the total operating revenues of the Indiana University Health System and other related entities considered by management to be material are described below and, combined with the Obligated Group and the Designated Affiliate, represent approximately 90% of the total operating revenues of the Indiana University Health System.

Indiana University Health Arnett, Inc. is a nonprofit, acute care hospital and adjacent medical office building with approximately 191 staffed beds located in Lafayette, Indiana.

A-12 Indiana University Health Ball Memorial, Inc. is an approximately 337 staffed bed, acute care nonprofit hospital, which operates as a regional referral center and teaching hospital, located in Muncie, Indiana. The North tower, which was constructed in 1979, is currently undergoing significant renovation using a phased approach, expected to be completed in 2021.

Indiana University Health Bloomington, Inc. is a nonprofit hospital with approximately 273 staffed beds located in Bloomington, Indiana. In 2017, the Indiana University Health Board of Directors approved a plan to build a regional health campus in Bloomington. See the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A.

Indiana University Frankfort, Inc. is an approximately 25 staffed bed critical access nonprofit hospital located in Frankfort, Indiana. The facility offers a 24-hour emergency department, diagnostic imaging services, general medicine and surgical services, and cancer care. Effective June 1, 2017, Indiana University Health began a five-year lease with renewal options. See the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A.

Indiana University Health Jay, Inc. is a nonprofit critical access hospital with approximately 25 staffed beds located in Portland, Indiana. The facility offers inpatient and outpatient services, obstetrics, several medical specialties and family medicine. Effective March 1, 2018, Jay County Hospital transferred all of its assets and liabilities to IU Health Jay, a newly created nonprofit organization, and Indiana University Health became the sole corporate member of the hospital. See the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A.

Indiana University Health North Hospital, Inc. is an approximately 149 staffed bed nonprofit hospital facility, with an attached medical office building, which is located in suburban Carmel, north of Indianapolis in adjacent Hamilton County, Indiana. In 2011, Indiana University Health acquired the minority interests in IU Health North, which had been held by physicians and physician groups, and, in 2012, IU Health North became a separate tax-exempt organization.

Indiana University Health West Hospital, Inc. is a nonprofit hospital with approximately 127 staffed beds, with an attached medical office building, located in suburban Avon, west of Indianapolis in adjacent Hendricks County, Indiana. In 2011, Indiana University Health acquired the minority interests in IU Health West, which had been held by physicians and physician groups, and, in 2012, IU Health West became a separate tax-exempt organization.

Rehabilitation Hospital of Indiana, Inc. (“RHI”), a joint venture between Indiana University Health and St. Vincent Health, Inc., operates a 91 staffed bed, nonprofit freestanding specialty medical rehabilitation hospital located in Indianapolis, Indiana. In 2012, the bylaws of RHI were amended to provide Indiana University Health with a 51% voting interest in participatory matters, at which time Indiana University Health became the controlling member of RHI.

Indiana University Health Physicians—Indiana University Health Care Associates, Inc. d/b/a Indiana University Health Physicians is a nonprofit jointly owned by Indiana University Health and the Indiana University School of Medicine, but controlled by Indiana University Health. Indiana University Health is a Class B member of IU Health Physicians and holds 51 membership units and individuals who serve as the Trustees of Indiana University are the Class A members and hold 49 membership units. IU Health Physicians is a multi-specialty physician group, comprised of Indiana University School of Medicine faculty and physicians formerly employed by Indiana University Health and private physician groups. IU Health Physicians provides a framework for consistency in practice, quality, and measurement of outcomes.

Indiana University Health Plans includes HMO and other insurance-related organizations that provide health plan services to fully-insured and self-insured members residing in Indiana. The companies are wholly-owned by Indiana University Health, Inc., or Indiana University Health Plans Holding Company, Inc., a wholly-owned subsidiary of Indiana University Health, Inc. IU Health Plans offers commercial group products (fully insured and self-insured), MA products, and Medicaid management services. IU Health Plans previously offered products on Marketplace but no longer provides Marketplace products as of January 1, 2018. Additional detail on IU Health Plans is available under the caption “STRATEGIC INITIATIVES AND TRANSACTIONS”.

A-13 Indiana University Health Surgery Centers are majority owned by Indiana University Health - 51% of certain ambulatory surgery center holding companies, which in turn own majority stakes in the following ambulatory surgery centers located throughout the State: Ball Outpatient Surgery Center, LLC; ROC Surgery, LLC; Beltway Surgery Centers, LLC; Senate Street Surgery Center, LLC; and Indiana Endoscopy Centers, LLC. Surgical Care Affiliates, LLC, purchased in 2017 by OptumCare, a division of United Health Group, or an affiliate thereof, owns the remaining 49% interests in these holding companies and provides certain management services to these ambulatory surgery centers.

Indiana University Health Neuroscience Center is an ambulatory care center which is adjacent to IU Health Methodist and opened to patients in 2012. Indiana University Health entered into a lease for the ambulatory care center, which was prepaid in January 2017 allowing Indiana University Health to obtain ownership. Indiana University owns the adjacent research facility.

GOVERNANCE AND MANAGEMENT

Indiana University Health

Corporate Members. As described above, the Articles of Incorporation of Indiana University Health, Inc. provide for two classes of members – the Methodist Class and the University Class. The Methodist Class consists of the Methodist Health Group, Inc., which includes the Bishop of the Indiana Conference of the United Methodist Church and two other members named by the Bishop. The University Class consists of those persons serving from time to time as the Trustees of Indiana University (in their capacities as individuals and not as the Trustees of Indiana University). In accordance with Indiana University Health’s Articles of Incorporation, certain matters require the approval of a designated class of member before action can be taken by Indiana University Health. Matters requiring the approval of the Methodist Class include, among other matters, (1) any sale, lease, transfer, or other alienation of the real property associated with IU Health Methodist; (2) any sale or other alienation of all or substantially all of the assets of Indiana University Health; (3) amendment of Indiana University Health’s Articles of Incorporation or Bylaws; (4) dissolution of Indiana University Health; and (5) any revision to certain principles and policies underlying the Consolidation Transactions. Matters requiring the approval of the University Class include, among other matters, (1) any sale, lease, transfer, or other alienation of the real property associated with IU Health University or Riley Hospital; (2) the matters described in (2) through (5) above with respect to the approval of the Methodist Class; (3) any change in the agreement to provide support to the Indiana University School of Medicine (see “MEDICAL EDUCATION AND RESEARCH” in this Appendix A); (4) any proposal by Indiana University Health that conflicts with the commitment of Indiana University Health to make all patients available for medical education unless otherwise requested by the patient or his/her family; and (5) any proposed action regarding the operation of IU Health University or Riley Hospital that would conflict with certain requirements specified in a resolution adopted by the Trustees of Indiana University that delegated to Indiana University Health the authority to operate and manage IU Health University and Riley Hospital.

As set forth in the Consolidation Agreement, neither Methodist Health Group, Inc. nor the Trustees of Indiana University will be obligated to pay or guarantee any debt or obligation of Indiana University Health, whether the debt or obligation arose prior to or otherwise relates to facts and circumstances that preceded the Consolidation Transactions or otherwise. None of the State of Indiana, the Trustees of Indiana University, Methodist Health Group, Inc., or the United Methodist Church (or any of its Conferences, Divisions, Boards, or other operating or affiliated units) or any trustee, agent, attorney, director, member, officer, or employee of any of these entities shall in any event be liable, whether pecuniarily or otherwise, for any undertaking or agreement of any kind whatsoever that may be undertaken by Indiana University Health.

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A-14 Board of Directors. Indiana University Health’s Board of Directors consists of 15 directors. Eight at-large directors are jointly elected by the affirmative vote of both member classes. Two directors are appointed by the Methodist Class. The President of Indiana University, the Dean of the Indiana University School of Medicine, and the Chair of the Indiana University Board of Trustees or his designee are standing directors of the University Class and are ex officio directors. Additionally, the Bishop of the Indiana Conference of the United Methodist Church or his designee and the Chief Executive Officer of Indiana University Health are ex officio directors. The current Board of Directors consists of the following individuals:

Member Term Name Occupation Since Expires Hon. Sarah Evans Barker Judge, U.S. District Court 1996 No Term Maureen Bisognano President Emerita and Senior Fellow, Institute for 2017 2020 Healthcare Improvement J. Scott Davison President and CEO, OneAmerica Financial Partners, 2011 2018 Inc. Jim Davlin Retired Vice President, Finance and Treasurer for 2016 2021 General Motors Thomas V. Easterday Executive Vice President, Secretary, and Chief Legal 2015 2019 Officer, Subaru of Indiana Automotive, Inc. Harry L. Gonso, Esq.(1) Partner, Ice Miller, LLP 2018 No Term Kyle L. Grazier, MS, MPH, DPH Chair, Dept. of Health Management and Policy, School 2015 2021 of Public Health, University of Michigan Jeffrey A. Harrison President & CEO, Citizens Energy Group 2016 2020 Anne Nobles(2) Retired Senior Vice President Enterprise Risk 2011 2018 Management and Chief Ethics & Compliance Officer, Eli Lilly and Company Robert (“Bob”) Palmer Retired Vice President and General Manager of FedEx 2017 2019 Express Larry H. Stevens, M.D. Physician & Medical Director of Quality at IU Health 2017 No Term Physicians; Medical Director of Periop Services at IU Health Methodist; Professor of Clinical Surgery at Indiana University School of Medicine

Ex Officio Member(3) Bishop Julius C. Trimble Bishop, Indiana Conference of the United Methodist 2017 No Term

Church Dennis M. Murphy Chief Executive Officer, Indiana University Health 2016 No Term

Jay L. Hess, M.D. Dean of the Indiana University School of Medicine 2013 No Term Michael A. McRobbie, Ph.D. President, Indiana University 2007 No Term

(1) Designee of the Chair of the Indiana University Board of Trustees (2) Chairman of the Board (3) Serve by virtue of their position

Although fairly rare, Indiana University Health enters into contracts or arms-length transactions for the purchase of equipment, supplies or services from companies for which Board members serve as officers, directors or owners. All Board members complete a conflict of interest form annually and identify any potential conflicts of interest. Board members with potential conflicts of interest must abstain from voting on matters or transactions A-15 involving a potential conflict of interest. New board member Harry L. Gonso who will join the board on April 26, 2018 is a partner of the law firm of Ice Miller LLP, which serves as bond counsel in connection with the issuance and sale of the Bonds.

Management. The principal senior management executives of Indiana University Health are as follows:

DENNIS M. MURPHY, President and Chief Executive Officer of Indiana University Health. Mr. Murphy, an experienced healthcare executive, came to Indiana University Health from Northwestern Memorial HealthCare in Chicago in 2013 where he was Executive Vice President and Chief Operating Officer. Prior to joining Northwestern Memorial HealthCare, Mr. Murphy was vice president of Ambulatory Services and Financial Planning for University of Chicago Hospitals, and before that he spent 10 years at Johns Hopkins Hospital in Baltimore in a variety of roles. Mr. Murphy earned a master of healthcare administration degree from Duke University, and a bachelor of arts degree from the University of Notre Dame. He is an adjunct faculty member in the Department of Health Policy and Management at the Indiana University Richard M. Fairbanks School of Public Health. Mr. Murphy serves on the boards of: Indianapolis Chamber of Commerce, 500 Festival, Indiana Hospital Association, Regenstrief Institute, Indiana University Health Foundation, Riley Children’s Foundation, Central Indiana Corporate Partnership, National Bank of Indianapolis, and Indiana Health Information Exchange, and is a member of the American Lung Association of Indiana’s Evening of Promise Gala Executive Leadership Team; serving as the event chair in 2016 and 2017.

ALFONSO (AL) GATMAITAN, DSc, FACHE, Executive Vice President and Chief Operating Officer of Indiana University Health. Dr. Gatmaitan was named Chief Operating Officer effective February 1, 2016. In his role Dr. Gatmaitan is responsible for overseeing the operation of Indiana University Health entities throughout the system. Dr. Gatmaitan has thirty years of senior healthcare management experience, having served over twenty years within Indiana University Health and its predecessor organizations, beginning as President and CEO at Tipton County Memorial Hospital in 1992, then as CEO of Indiana University Health’s first de novo hospital, IU Health West in 2001, moving to IU Health Arnett in 2009. Notably, Dr. Gatmaitan spearheaded the introduction of Lean as the system’s primary process improvement methodology where he is now responsible for its sustained application system- wide. During his tenure Indiana University Health organizations have been recognized as HealthGrades 100 Best Hospitals, Consumer Reports Top Performer and Leapfrog Group Patient Safety A Grade, Primary Care Medical Home Level II, certification and HIMNS Level VI recognition. Dr. Gatmaitan earned a Doctor of Science Health Services Administration from the University of Alabama-Birmingham and a Master of Healthcare Administration from Indiana University. Dr. Gatmaitan serves as a Professor of Clinical Medicine with Indiana University School of Medicine. Active in all of the local communities in which he has served, Dr. Gatmaitan serves on the Board of Central Indiana United Way and is serving as Chair of the American Heart Association’s 2018 Indianapolis Heart & Stroke Ball.

MICHELLE A. JANNEY, PHD, RN, NEA-BC, FAAN, joined Indiana University Health as Executive Vice President and Chief Nurse Executive for Indiana University Health effective February 23, 2015. She brings more than 20 years of chief nurse executive experience to the position. As Chief Nurse Executive, Dr. Janney is responsible for setting the strategic vision for nursing and patient care services throughout Indiana University Health and works closely with Indiana University School of Nursing leadership to promote a model of teaching that fully involves nursing service and education working together with other disciplines. Dr. Janney comes to Indiana University Health from Northwestern Memorial Hospital in Chicago, where she served as Senior Vice President and Wood-Prince Family Chief Nurse Executive since 2002. Before joining Northwestern, Dr. Janney served as Vice President and Chief Nurse Executive for West Virginia University Hospitals. Prior to that, she served as Associate Hospital Administrator and Chief Nursing Officer for the Medical College of Ohio in Toledo. Dr. Janney completed a fellowship in Management for Nurse Executives at the Wharton School of Business in Pennsylvania and holds a doctorate in administration and leadership from the University of Toledo. She also has a master’s degree in nursing from the Medical College of Ohio and a bachelor’s degree in nursing from the University of Toledo.

JONATHAN E. GOTTLIEB, M.D., joined Indiana University Health as Executive Vice President and Chief Medical Officer in November 2014. As Chief Medical Officer, Dr. Gottlieb is responsible for working in partnership with the Indiana University School of Medicine to ensure the quality and effectiveness of clinical, research, and educational activities throughout the Indiana University Health System. Additionally, he is responsible for the implementation of key elements of the organization’s strategic plan, including key physician engagement and alignment. Dr. Gottlieb came to Indiana University Health from the University of Maryland Medical System (UMMS), a multi-hospital academic health system where he served as Senior Vice President and Chief Medical Officer since 2009. Prior to joining UMMS, Dr. Gottlieb served as Chief Medical Officer for St. Louis-based Barnes-Jewish A-16 Hospital and Assistant Vice Chancellor for Clinical Affairs at Washington University’s School of Medicine in St. Louis. Before that, he held leadership positions at a number of hospitals and universities including Thomas Jefferson University Hospital in Philadelphia and Norwalk Hospital and Yale University, both in Connecticut. After obtaining his medical degree from the University of Connecticut School of Medicine, Dr. Gottlieb completed an internal medicine internship at George Washington University Medical Center in Washington, DC, his medical residency at Tufts-New England Medical Center in Boston and a fellowship in Pulmonary Medicine and Critical Care at Johns Hopkins Hospital in Baltimore. Dr. Gottlieb is board certified in internal medicine, pulmonary medicine and critical care medicine.

RYAN C. KITCHELL, Executive Vice President and Chief Administrative Officer of Indiana University Health. Mr. Kitchell joined Indiana University Health in 2010 and provides management oversight and direction over human resources, information services, communications, strategy, finance, business development, marketing, government affairs, and IU Health Plans. Prior to his current role, Mr. Kitchell served as Chief Financial Officer for four years, and Treasurer and President of IU Health Plans prior to that. Prior to Indiana University Health, Mr. Kitchell served as Public Finance Director and later the Director of the Office of Management and Budget for Indiana Governor Mitch Daniels. Mr. Kitchell also served in corporate treasury and controllership roles at Eli Lilly & Company. Mr. Kitchell holds an economics degree from Indiana University, a Masters of Business Administration from the Tuck School of Business at Dartmouth, and the Chartered Financial Analyst designation. Mr. Kitchell serves on several boards including the Indiana Sports Corporation, Mitch Daniels Leadership Foundation, Crossroads of America Council, the Indiana Motorsports Commission, and NICO Corporation.

MARY BETH CLAUS, Senior Vice President and General Counsel of Indiana University Health. In her role, Ms. Claus directs Indiana University Health’s statewide departments for legal, privacy, regulatory, internal audit, corporate compliance, risk management, and insurance operations. Prior to her role as General Counsel of Indiana University Health, Ms. Claus was Deputy Chief Legal Officer and Director of Health Care Regulatory for the Cleveland Clinic where she oversaw the medical center’s regulatory and legal compliance matters. Prior to that, she lived in Indianapolis and worked for nearly a decade as a partner at the law firm Faegre Baker Daniels (formerly Baker & Daniels) where she managed legal representations for a wide variety of health and life science clients and advised on regulatory and compliance strategies during the development of new hospital integrations, joint venture initiatives, and specialty clinics. Her career also includes several years spent managing the healthcare practice group as a partner at Bingham, Summers, Welsh and Spilman and two years working as an executive liaison for former Indiana Governor Evan Bayh, advising him during the Medicaid budget overhaul of 1992. Ms. Claus has been named in The Best Lawyers in America and Indiana Super Lawyers, including the distinction of being one of Indiana’s top 25 female lawyers. In 2014, she was named one of the Indiana Business Journal’s “Women of Influence”. She is also active in the community, serving on the Board of Directors for WFYI, Indianapolis’ largest public radio and TV station, and the Board of the Indiana Repertory Theatre. She spent several years working on the Greater Indianapolis Progress Committee, the Board of Directors for MDWise, Inc., the Wishard Memorial Foundation, and Safe Sitter, Inc. as well as serving as a chairperson for the Indiana’s Children’s Trust Fund. Ms. Claus received her bachelor’s degree from the University of Cincinnati and her law degree from Indiana University.

JENNIFER M. ALVEY, Senior Vice President and Chief Financial Officer. Ms. Alvey provides management oversight and direction over financial accounting and reporting, financial operations and budgeting, capital planning, accounts payable, payroll, managed care contracting, pricing, revenue cycle services, real estate, and treasury. Prior to February 2016, Ms. Alvey served as Vice President of Revenue Cycle Services of Indiana University Health, with responsibility for a variety of functions, including registration, scheduling, financial clearance, health information management, coding, billing, collections, and customer service. Prior to her role as Vice President of Revenue Cycle Services, Ms. Alvey was Vice President and Treasurer of Indiana University Health. Before joining Indiana University Health, Ms. Alvey was Public Finance Director of the State of Indiana and chief executive of the Indiana Finance Authority; Chief Operating Officer and General Counsel for the Indiana Finance Authority; an attorney at the law firm Ice Miller LLP; and worked in various accounting, financial director, and treasury-related positions at Indiana University as a Certified Public Accountant. Ms. Alvey was recently appointed to serve on the board of directors for both IU Health Risk Retention Group and IU Health Assurance SPC, Ltd and was appointed as the treasurer for MDwise Marketplace & Connect, Inc. She also currently serves on the board of The Children’s Museum of Indianapolis, the McKinney School of Law Alumni Board, and the Committee on Character and Fitness for the State Board of Law Examiners. Ms. Alvey is the President of CHV Capital, Inc. In January, 2017, Ms. Alvey was appointed as the Chair of the Investment Committee for The Children’s Museum of Indianapolis. Ms. Alvey previously served on the following boards: Indiana Lottery board as a commissioner; the Indiana Housing and Community Development Board; the Indiana Bond Bank; Indiana University West Hospital Board; The HealthCare Group, LLC; MDwise, Inc.; A-17 and MDwise Medicaid Network, Inc. She was recognized by Governor Mitch Daniels with the Distinguished Service Award in 2010 and was named one of Indianapolis’ Best and Brightest in the Health and Life Sciences division by Junior Achievement in 2011. In 2017, Ms. Alvey was named one of the Indianapolis Business Journal’s “Women of Influence.” She received a Bachelor of Science degree in accounting from the Indiana University Kelley School of Business and a J.D. from the Indiana University School of Law – Indianapolis and is licensed to practice law in Indiana, Illinois, and Washington D.C.

JOHN HUESING, Vice President and Treasurer of Indiana University Health. As Treasurer, Mr. Huesing manages cash operations, the investment of both short- and long-term funds, capital access strategies including debt and derivatives, venture capital fund, accounts payable, payroll, and real estate. Prior to joining Indiana University Health in 2013, Mr. Huesing was with Eli Lilly & Company and held a variety of financial roles, both domestically and overseas, most recently as Eli Lilly & Company’s Assistant Treasurer, in which role he oversaw debt capital markets, corporate cash investments, foreign exchange trading, financial derivatives, treasury operations, and global affiliate capital management. Before joining Eli Lilly & Company, Mr. Huesing was a financial analyst for Abbott Laboratories and began his career as a credit analyst for The First National Bank of Chicago. Mr. Huesing holds both a Bachelor of Science in Finance and a Masters of Business Administration degree from Indiana University Kelley School of Business, and currently serves on the Board of Directors for Elements Federal Credit Union, NeoChord, Inc., PerfectServe, Inc., Children’s Bureau, Inc., and the Investment Subcommittee of the NCAA Board of Governors Finance and Audit Committee.

Statewide Facilities

Each of the following entities is governed by its own respective board of directors; however, Indiana University Health is the sole corporate member of each and has the right to appoint a defined number of board members and has specific reserve powers and/or approval rights over certain matters: Indiana University Health Arnett, Inc., Indiana University Health Ball Memorial Hospital, Inc. (which is the sole corporate member of Indiana University Health Blackford Hospital, Inc. (“IU Health Blackford”)), Indiana University Health Bedford, Inc. (“IU Health Bedford”), Indiana University Health Bloomington, Inc. (which is the sole corporate member of Indiana University Health Paoli, Inc. (“IU Health Paoli”)), Indiana University Health North Hospital, Inc., Indiana University Health Tipton Hospital, Inc., Indiana University Health West Hospital, Inc., Indiana University Health Morgan, Inc., Indiana University Health Frankfort, Inc., Indiana University Health Jay, Inc., and Indiana University Health White Memorial Hospital, Inc. (“IU Health White”).

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A-18 SERVICE AREAS

The Indiana University Health System operates within a wide service area referred to as the Central Indiana Region (as defined below) in which 3.3 million of the 6.7 million residents of Indiana live. The Central Indiana Region consists of four distinct regions: the Indianapolis Region, the East Central Region, the South Central Region, and the West Central Region, all with specific geographical definitions as further described below. The Central Indiana Region Map below highlights the areas to which the data in this section relates:

In addition, as a destination for complex care, the Indiana University Health System serves patients who travel from other portions of the State, other states, and around the world. As a prominent centerpiece of this strategy, the Academic Health Center serves patients with highly specialized and complex cases, generally referred to as tertiary and quaternary care. Inpatient cases from outside the Central Indiana Region and from outside the State represent 14.5% and 2.9% of total cases, respectively. For IU Health Methodist and IU Health University combined, inpatient cases from outside the Central Indiana Region and from outside the State represent 22% and 4.8% of total cases, respectively.

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A-19 Service Area Demographics (Central Indiana Region)

Estimated Projected 2017 2022 % of Change Total Population 3,291,340 3,414,979 3.8% Population <20 years 853,856 879,628 3.0% Population 65+ years 485,264 567,109 16.9% Households 1,276,860 1,321,634 3.5% Average Household Income $71,146 $80,914 13.7% ______Source: Esri Forecast

Service Area Market Share Trends (Central Indiana Region)

Comparative combined data for the Indiana University Health System and other acute care hospital systems for the Central Indiana Region are provided in the following tables. All rehabilitation, psychiatric and long term acute care facilities are excluded. All volume for facilities within the Central Indiana Region is included, without regard to patient origin. Inpatient Volume Twelve months ended September 30, 2017 2016 2015 Indiana University Health System 30.0% 30.3% 31.6% Ascension 17.9% 18.2% 18.4% Community Health Network 16.7% 16.7% 16.4% Franciscan Alliance 10.8% 10.9% 10.6% Other 24.6% 23.9% 23.0% ______Source: Indiana Hospital Association inpatient discharge volume

Outpatient Volume Twelve months ended September 30, 2017 2016 Indiana University Health System 28.2% 24.3% Ascension 13.8% 13.4% Community Health Network 13.4% 14.6% Franciscan Alliance 12.9% 12.6% Other 31.7% 35.1% ______Source: The Advisory Board Crimson Market Advantage

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A-20 Regional Service Areas

The Central Indiana Region is defined to be the aggregation of the four distinct regions described below:

Indianapolis Region—The Indianapolis Region consists of the following counties: Boone, Hamilton, Hancock, Hendricks, Howard, Johnson, Marion, Shelby, and Tipton. The Indiana University Health System has seven hospital locations in this market area: IU Health Methodist, IU Health University, Riley Hospital, IU Health North, IU Health West, IU Health Saxony, and IU Health Tipton. As of September 30, 2017, the Indiana University Health System facilities represent 26.6% of inpatient cases in this region compared to its next closest competitor, Ascension, which represents 22.0%.

East Central Region—The East Central Region consists of the following counties: Blackford, Delaware, Fayette, Franklin, Grant, Henry, Jay, Madison, Randolph, Rush, Union, and Wayne. The Indiana University Health System has three hospital locations in the East Central Market: IU Health Ball Memorial, IU Health Jay, and IU Health Blackford. As of September 30, 2017, the Indiana University Health System facilities represent 31.0% of inpatient in this region compared to its next closest competitor, Reid Health, which represents 22.3%.

South Central Region—The South Central Region consists of the following counties: Brown, Daviess, Greene, Jackson, Lawrence, Martin, Monroe, Morgan, Orange, Owen, and Washington. The Indiana University Health System has four major facilities located in this market area: IU Health Bloomington, IU Health Bedford, IU Health Morgan, and IU Health Paoli. As of September 30, 2017, the Indiana University Health System facilities represent 48.8% of inpatient cases in this region compared to its next closest competitor, Franciscan Alliance, which represents 12.7%.

West Central Region—The West Central Region consists of the following counties: Benton, Carroll, Cass, Clinton, Fountain, Montgomery, Tippecanoe, Warren, and White. The Indiana University Health System has three hospital locations in the West Central Region: IU Health Arnett, IU Health Frankfort, and IU Health White. As of September 30, 2017, the Indiana University Health System facilities represent 37.8% of inpatient cases in this region, which is second to the region’s leader, Franciscan Alliance, which represents 47.4%.

MEDICAL STAFF

Employed Physicians

The Indiana University Health System employed more than 2,300 physicians as of December 31, 2017. Beginning in 2007, the Indiana University Health System emphasized the strategy of physician alignment through an employment model. IU Health Physicians is the most prominent employed physician group within the system and includes those previously employed by a faculty practice plan associated with the Indiana University School of Medicine as well as formerly independent physicians. Approximately 35 employed physician service lines exist to date, consisting of numerous adult and pediatric physician specialties and subspecialties.

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A-21 Academic Health Center Medical Staff

Medical Staff Information. A patient may be admitted to the Academic Health Center only upon the request of a member of its medical staff with admitting privileges. All members of Indiana University Health’s active medical staff are generally required to be certified by one or more boards of the American Board of Medical Specialties or one or more boards generally recognized by the American Medical Association, American Dental Association, or American Osteopathic Association. Many of the medical staff are also on the medical staffs of, and admit patients to, other Indianapolis metropolitan hospitals. Indiana University Health’s future patient revenues are largely dependent on the extent to which members of its medical staff are actively engaged in their practices and choose to admit their patients to the Academic Health Center rather than to competing hospitals. The following table provides information regarding the number of physicians on staff at the Academic Health Center as of December 31 of the years indicated:

Academic Health Center Medical Staff1 Number of Physicians Staff Status 2017 2016 2015 Active Staff 1,305 1,317 1,274 Resident 682 642 573 Other2 884 672 812 Total 2,871 2,631 2,659 ______Source: Indiana University Health Management 1 Includes IU Health Saxony and IU Health Morgan which are licensed together with the Academic Health Center as a single acute care hospital. 2 Other includes provisional and associate members with admitting and attending privileges.

Areas of Specialty. The Academic Health Center medical staff practices in 32 specialties, which are divided into 62 subspecialty areas. The specialties of the Academic Health Center medical staff admitting patients, including newborns, to the Academic Health Center, and the percent of total admissions per area of specialty for the 2017 calendar year, were as follows:

Profile of Admitting Physician Specialties at the Academic Health Center Percent of Total Active Other1 Total 2017 Specialty Status Status Members Discharges

Cardiology 36 22 58 2.92% Cardiovascular Surgery 15 6 21 4.45% Family Practice 44 49 93 4.09% General Surgery 42 28 70 12.25% Internal Medicine 101 146 247 29.00% Neurology 31 37 68 0.29% Neurosurgery 28 10 38 4.35% Obstetrics and Gynecology 34 33 67 6.99% Orthopedics 45 46 91 2.88% Pediatrics 59 70 129 16.25% Psychiatry 21 24 45 1.60% Urology 29 29 58 3.50% Other2 820 451 1,271 11.43% Totals 1,305 951 2,256 100.00% ______Source: Indiana University Health Management 1 Other includes associate, provisional, and affiliate members, there are 67 affiliate members represented which are included in the Academic Health Center Medical Staff table, above, as Residents. 2 Includes Radiology and Anesthesia, among others.

A-22

MEDICAL EDUCATION AND RESEARCH

Medical education is an integral part of Indiana University Health’s overall mission, continuing the historical commitment of the Academic Health Center. The Academic Health Center, in partnership with the Indiana University School of Medicine, serves as a substantial training site for residencies, fellowships, and medical students. The Academic Health Center also offers continuing medical education in a relationship with the Indiana University School of Medicine and operates its own nursing and allied health education program. At any given time, approximately sixty-five percent (65%) of Indiana University’s medical residents are being educated and trained in an Indiana University Health System facility, and over eighty-five percent (85%) of Indiana University’s pediatric residents are being educated and trained at Riley Hospital. Approximately 1,200 residents and fellows of the Academic Health Center participate in education programs at Indiana University Health System facilities.

Faculty and medical staff value research in the basic and clinical sciences, viewing such research as substantially complementing medical education. The Indiana University School of Medicine receives over $320 million annually in grant funding for research and education, and members of the Academic Health Center’s medical staff participate in this commitment to research and education. Indiana University Health secured approximately $6.6 million in 2017 in grant funds for research, education, and facility improvements. Internally, Indiana University Health awards approximately $1.3 million per year as part of its values fund, a fund Indiana University Health created to support medical education and research, research projects, new educational endeavors, and population health initiatives.

Strategic Research Initiative

In 2012, a strategic research initiative project began as a five year, $75 million joint effort between Indiana University Health and the Indiana University School of Medicine. In 2017, an additional five year, $50 million commitment, funded by Indiana University Health, was agreed upon and became effective beginning July 1, 2017. The initiative is to increase research efforts in cancer, cardiovascular, and neurosciences. For each of these three focus areas there is a joint oversight group co-chaired by the corresponding Indiana University Health service line leader and an Indiana University School of Medicine senior researcher. Review criteria includes: alignment with Indiana University Health and Indiana University School of Medicine visions, alignment with strategic service line vision, translational impact, synergy across programs, service/community impact/reputation, market development, and economics/return on investment. With significant focus on translational research, this initiative ensures that Indiana University Health patients will continue to have access to breakthrough treatments.

MANAGED CARE

Commercial managed care enrollment in the State and the Indianapolis metropolitan market has continued to be dominated by preferred provider organizations (“PPOs”) and point-of-service products rather than HMO products, with most members falling under an administrative services only arrangement. Anthem continues to hold the majority of the market share but others are aggressively working to grow in the State.

The State continues to promote managed care models for Medicaid through the Hoosier Healthwise, Healthy Indiana Plan, and Hoosier Care Connect products. Indiana’s alternative to Medicaid expansion plan, the Healthy Indiana Plan (“HIP”) 2.0 was approved by CMS effective February 1, 2015 and subsequently extended through December 2020 in February 2018. HIP 2.0 expands the Healthy Indiana Plan to all non-disabled adults between the ages of 19 and 64 with income below 138% of the federal poverty line. Four managed care organizations serve both the Hoosier Healthwise and Healthy Indiana populations, including CareSource, MDwise, Managed Health Services, and Anthem.

Transparency and pay-for-performance initiatives have been implemented in Indiana by the major national carriers and Indiana University Health has responded appropriately to these initiatives. The Indiana University Health System continues to offer broad accessibility to residents of central Indiana and statewide through participation of all of its downtown and suburban and statewide hospitals in virtually all major managed care plans.

A-23 OPERATING INFORMATION

Bed Complement

The following table provides certain information relating to the staffed bed complement of the Indiana University Health System’s acute care hospital facilities (excluding nursery) as of December 31, 2017:

Academic Health Center1 Other System Hospitals2 Medical/Surgical 683 831 ICU/CCU 237 112 OB/Labor Delivery 28 123 Pediatrics 172 50 Psychiatric 28 - High-Risk Nursery 104 69 Rehab and Other - 123 Totals 1,252 1,308

______Source: Indiana University Health Management 1 Includes IU Health Saxony which is licensed together with the Academic Health Center as a single acute care hospital. 2 Includes IU Health West, IU Health North, IU Health Arnett, IU Health White, IU Health Ball Memorial, IU Health Blackford, IU Health Bloomington, IU Health Paoli, IU Health Bedford, IU Health Tipton, IU Health Frankfort and RHI.

Utilization and Operating Statistics

The following table provides certain information relating to utilization (excluding nursery and any unconsolidated joint venture utilization statistics) of the Indiana University Health System hospitals during the periods indicated:

Year Ended December 31, 1 2017 2016 2015

Patient Days 631,698 619,892 624,197 Admissions 115,354 112,355 117,245 Occupancy (Operating Beds) 67.60% 66.61% 60.97% Average Length-of-Stay (Days) 5.48 5.52 5.32 Surgery Cases 109,525 107,257 102,206 Emergency Room Visits 454,398 455,762 448,044 Radiological Examinations 1,182,714 1,214,031 1,168,728 ______Source: Indiana University Health Management 1 Statistics presented exclude Goshen and La Porte

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Historical Financial Information

The financial statement information and other data are derived from the consolidated financial statements of the Indiana University Health System as of and for the years ended December 31, 2015, 2016, and 2017. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information. Consolidated financial statements as of and for the years ended December 31, 2016 and 2017 are included in Appendix B to this Offering Memorandum.

The financial data relating to the Obligated Group and the Designated Affiliate is provided as supplementary information.

The financial statement information presented below and the financial statements included in Appendix B include operating results and information for the Obligated Group and other entities that are not Members of the Obligated Group, including the Designated Affiliate and other related entities.

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Condensed Consolidated Statements of Operations and Changes In Unrestricted Net Assets (In Thousands of Dollars)

Year Ended December 31, 2017 2016 2015 Revenues: Patient service revenue (net of contractuals and discounts) $ 5,662,459 $ 5,736,999 $ 5,745,401 Provision for uncollectible accounts (280,802) (254,669) (243,423) Net patient service revenue 5,381,657 5,482,330 5,501,978 Member premium revenue 584,927 598,041 394,303 Other revenue 321,080 153,207 204,534 Total operating revenues 6,287,664 6,233,578 6,100,815 Expe ns e s : Salaries, wages, and benefits 2,918,188 2,844,228 2,723,915 Supplies, drugs, purchased services, and other 1,896,100 1,938,424 1,838,176 Hospital assessment fee 132,069 111,763 109,558 Health claims to providers 474,623 478,102 307,769 Depreciation and amortization 231,601 255,204 268,920 Interest 34,476 40,334 53,215 Total operating expenses 5,687,057 5,668,055 5,301,553 Operating income before educational and research support 600,607 565,523 799,262 Educational and research support to Indiana University (17,500) (17,500) (17,500) Total operating income 583,107 548,023 781,762 Nonoperating income (losses): Investment income (loss), net 504,915 261,900 (67,220) Gains on interest rate swaps, net 5,720 3,060 18,977 Loss on deconsolidation of subsidiaries, net - (452,119) - Debt extinguishment and other 6,990 9,768 (15,782) Total nonoperating income (losses) 517,625 (177,391) (64,025) Consolidated excess of revenues over expenses 1,100,732 370,632 717,737

Change in pension obligations (1,098) 25,430 (3,769) Contributions for capital expenditures 8,084 6,735 8,282 Distributions to noncontrolling interests (133,231) (116,384) (96,437) Issuance of noncontrolling interests related to acquisition - - 6,068 Contributions from noncontrolling interests 38,097 2,940 6,721 Purchase of controlling interests - - 3,108 Purchase of noncontrolling interests - - 2,970 Other (12,031) 1,514 7,189

Increase in unrestricted net assets1 $ 1,000,553 $ 290,867 $ 651,869

(1) 1.6%, -0.8%, and 3.9% of the increase in unrestricted net assets related to non-controlling interest for the periods ended December 31, 2017, 2016, and 2015, respectively.

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Condensed Consolidated Balance Sheets (In Thousands of Dollars)

December 31, 2017 2016 2015 Assets Current assets: Cash and cash equivalents $ 414,674 $ 415,860 $ 516,702 Short-term investments 5,081 15,502 - Current portion of assets limited as to use 143,611 56,958 30,096 Patient accounts receivable, less allowance for uncollectible accounts of $221,832, $187,876, and $214,119 at 2017, 2016, and 2015, respectively 870,252 776,180 809,785 Other receivables 156,281 157,207 159,628 Prepaid expenses 46,026 25,658 39,199 Inventories 85,856 77,975 83,724 Total current assets 1,721,781 1,525,340 1, 639,134

Assets limited as to use: Board-designated investment funds and other investments 4,791,654 4,142,004 3, 625,545 Donor-restricted investment funds 88,239 69,927 69,502 Total assets limited as to use, less current portion 4,879,893 4,211,931 3, 695,047

Property and equipment: Cost of property and equipment in service 5,536,733 5,531,399 5, 970,516 Less accumulated depreciation (3,267,111) (3,190,606) (3,398,994) 2,269,622 2,340,793 2, 571,522 Construction-in-progress 69,775 40,593 52,203 Total property and equipment, net 2,339,397 2, 381,386 2, 623,725

Other assets: Equity interest in unconsolidated subsidiaries 44,103 102,175 71,128 Interest in net assets of foundations 22,038 13,775 14,035 Goodwill, intangibles, and other assets 341,810 310,066 239,844 Total other assets 407,951 426,016 325,007 Total assets $ 9,349,022 $ 8,544,673 $ 8, 282,913

Continued on next page.

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Condensed Consolidated Balance Sheets (continued) (In Thousands of Dollars)

December 31, 2017 2016 2015 Liabilities and net assets Current liabilities: Accounts payable and accrued expenses $ 525,199 $ 567,486 $ 489,567 Accrued salaries, wages, and related liabilities 296,053 241,516 248,857 Accrued health claims 95,844 94,793 61,126 Estimated third-party payer allowances 87,215 61,219 106,859 Current portion of long-term debt 100,105 144,389 55,657 Total current liabilities 1,104,416 1,109,403 962,066

Noncurrent liabilities: Long-term debt, less current portion 1,351,115 1,402,807 1,610,097 Interest rate swaps 75,813 92,240 112,675 Accrued pension obligations 10,134 100,122 99,448 Accrued medical malpractice claims 63,626 61,436 60,893 Other 33,876 95,861 44,574 Total noncurrent liabilities 1,534,564 1,752,466 1,927,687 Total liabilities 2,638,980 2,861,869 2,889,753

Net assets: Indiana University Health 6,368,314 5,384,110 5,090,916 Noncontrolling interest in subsidiaries 225,806 209,457 211,784 Total unrestricted 6,594,120 5,593,567 5,302,700 Temporarily restricted 42,004 22,191 23,093 Permanently restricted 73,918 67,046 67,367 Total net assets 6,710,042 5,682,804 5,393,160

Total liabilities and net assets $ 9,349,022 $ 8,544,673 $ 8,282,913

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Days Cash on Hand (Dollars in thousands)

The following table sets forth for the years ended December 31, 2017, 2016, and 2015 days cash on hand for the Indiana University Health System.

Year Ended December 31, 2017 2016 2015

Total Operating Expenses $ 5,687,057 $ 5,668,055 $ 5,301,553 Educational and research support to Indiana University 17,500 17,500 17,500 Less depreciation and amortization (231,601) (255,204) (268,920) Cash Operating Expenses (a) $ 5,472,956 $ 5,430,351 $ 5,050,133

Days in year (b) 365 366 365

Cash and Cash Equivalents $ 414,674 $ 415,860 $ 516,702 Short-term investments 5,081 15,502 - Current portion of assets limited as to use 143,611 56,958 30,096 Board Designated Inv. Funds1 4,691,983 4,045,820 3,564,153 Total Cash & Investments (c) $ 5,255,349 $ 4,534,140 $ 4,110,951

Consolidated Days Cash on Hand (b x c ÷ a) 350 306 297

(1) Board Designated Investment Funds is equal to Board-designated investment funds and other investments less investments related to IUH Assurance SPC, Ltd.

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Long-term Debt (Dollars in thousands)

The following table sets forth long-term debt as of December 31, 2017.

Par Credit Facility Obligation Amount Underlying Structure Maturity Expires

2016A $ 150,020 Fixed Rate 12/1/2025 N/A 2016B 50,000 Weekly VRDB 12/1/2031 12/13/2020 2016C 50,000 Weekly VRDB 12/1/2031 12/13/2020 2015A 287,395 Fixed Rate 12/1/2040 N/A 2015B 143,675 Variable Rate Direct Purchase 12/1/2042 12/1/2022 2015C1 50,000 Variable Rate Direct Purchase 12/1/2042 6/1/2020 2014A 58,230 Fixed Rate 12/1/2030 N/A 2011A 33,130 Weekly VRDB 3/1/2033 10/19/2021 2011B 37,580 Weekly VRDB 3/1/2033 4/15/2022 2011C 37,145 Weekly VRDB 3/1/2033 10/19/2021 2011D 18,395 Weekly VRDB 3/1/2033 10/19/2021 2011E 45,485 Weekly VRDB 3/1/2036 12/21/2020 2011H 62,635 Variable Rate Direct Purchase 3/1/2027 3/1/2027 2011I 62,635 Variable Rate Direct Purchase 3/1/2027 3/1/2027 2011L 58,225 Variable Rate Direct Purchase 12/3/2046 5/4/2021 2011M 49,565 Variable Rate Direct Purchase 12/3/2046 5/4/2021 2011N1 122,935 Fixed Rate 3/1/2038 N/A Line of Credit1 50,000 Variable Rate Bank Line 6/30/2018 N/A

Other RHI 2011 A 13,000 Fixed Rate Direct Purchase 11/1/2031 11/1/2031 Other 14,604 Various Various N/A

Total2 $ 1,394,654

______(1) Under the plan of finance, the proceeds of the Bonds will be used to refinance a portion of the Indiana Finance Authority Hospital Revenue Bonds, Series 2011N, refinance all of the Indiana Finance Authority Hospital Revenue Refunding Bonds, Series 2015C and pay off the balance of the Corporation’s revolving line of credit initially issued June 25, 2015 with PNC Bank, National Association. See “PLAN OF FINANCE” in the front part of this Offering Memorandum. (2) Total excludes unamortized premium, net of unamortized discount, of $62,451 and unamortized bond issuance costs of ($5,885) which are included with long-term debt on the consolidated balance sheet.

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Coverage of Debt Service

The following table sets forth for the years ended December 31, 2017, 2016 and 2015 net income available to pay debt service requirements on the actual long-term indebtedness outstanding during the periods presented. The table also indicates the extent to which such net income available for debt service would provide coverage for projected debt service requirements on long-term indebtedness on a pro forma basis.

The Credit Group: Historical and Pro forma Debt Service Coverage (In Thousands of Dollars)

Year Ended December 31, 2017 2016 2015

Excess of revenues over expenses $ 1,098,974 $ 793,179 $ 445,829 Excluded gains and losses defined by the Master Indenture1 (455,159) (250,221) 39,106 Depreciation, amortization and interest2 191,096 210,761 216,469 Income available to pay debt service $ 834,911 $ 753,719 $ 701,404 Actual annual debt service2, 3 $ 96,584 $ 104,724 $ 115,403 Historical debt service coverage ratio 8.62x 7.20x 6.08x

Pro forma maximum annual debt service4 $114,864 $ 114,864 $ 114,864

Pro forma debt service coverage ratio4 7.27x 6.56x 6.11x

______(1) In accordance with the definition of “Income Available for Debt Service” under Section 1.01 of Appendix D to this Offering Memorandum. (2) Assumes all interest rate swaps are “Identified Financial Product Agreements” for all periods shown as defined in Section 1.01 of Appendix D to this Offering Memorandum. (3) Excluding capitalized interest of $624, $789, and $510 in 2017, 2016, and 2015, respectively (in thousands of dollars). (4) Calculated in accordance with the definition of “Maximum Annual Debt Service” under Section 1.01 of Appendix D to this Offering Memorandum, based on the assumptions set forth in footnote 1 of the table regarding total debt service under the caption “ESTIMATED DEBT SERVICE REQUIREMENTS” in the forepart of this Offering Memorandum.

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Debt to Capitalization

Indiana University Health management regularly monitors debt to capitalization as one indicator of overall balance sheet strength. The following table sets forth, as of December 31, 2017, 2016, and 2015, management’s calculation of debt to capitalization.

Calculation of Consolidated Debt to Capitalization (in thousands of dollars)

Year Ended December 31, 2017 2016 2015

(a) Long-term debt, including current portion 1,451,220 1,547,196 1,665,754 (b) Total unrestricted net assets 6,594,120 5,593,567 5,302,700 Debt to Capitalization (a ÷ (a + b)) 18.04% 21.67% 23.90%

Swap Arrangements (In thousands of dollars)

Indiana University Health periodically enters into certain interest rate swap agreements with the primary objective being to mitigate interest rate risk and/or otherwise manage the effect of various interest rates on cash flows. Additional detail is included in the audited consolidated financial statements and the notes thereto of Indiana University Health, Inc. and subsidiaries as of and for the years ended December 31, 2017 and 2016 included in Appendix B to this Offering Memorandum. Indiana University Health is considering the termination of certain fixed payer swaps as part of the overall plan of finance.

Under agreements executed with counterparties, Indiana University Health is obligated to fund collateral amounts when the aggregate market value of swaps with a given counterparty exceeds a threshold set forth in the related agreement. No collateral has been posted since 2011. See “BONDHOLDERS’ RISKS – Interest Rate Swap Risk” in the front part of this Offering Memorandum.

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Sources of Revenue

Payments for health care services provided to patients are made by commercial insurance carriers, the federal government under the Medicare program, the State under the Medicaid program, HMOs, PPOs, and other organizations through contractual arrangements. The following table sets forth the source of payment of the Indiana University Health System’s consolidated gross patient revenues for the years ended December 31, 2017, 2016, and 2015.

Sources of Revenue Year Ended December 31, 2017 2016 2015 Medicare and Other Governmental 39.97% 40.96% 40.71%

Medicaid 13.57% 14.67% 15.24% HIP 8.21% 6.43% 5.20% Medicaid and HIP 21.78% 21.10% 20.44%

Wellpoint/Anthem 18.48% 19.00% 18.90% Other 16.89% 16.09% 16.28% Commercial/Managed Care 35.37% 35.09% 35.18%

Self-Pay and Other 2.88% 2.85% 3.67% Total Gross Patient Service Revenue 100.00% 100.00% 100.00%

Source: Indiana University Health Management

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MANAGEMENT'S DISCUSSION OF FINANCIAL PERFORMANCE

Years Ended December 31, 2017 and 2016 (Dollars in Thousands)

Revenue – Total operating revenue of $6,287,664 for the year ended December 31, 2017 increased 0.9% (or $54,086) as compared to the prior year of $6,233,578. Adjusting for the deconsolidation of La Porte and Goshen (see the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A.), total operating revenue increased $357,193 (or 6.0%).

Net patient service revenue, when excluding State disproportionate share revenue (“DSH”), upper payment limit reimbursement (“UPL”), and increased reimbursement related to the Medicaid Assessment Fee program (as hereinafter described), decreased by $113,486 (or 2.2%) for the year ended December 31, 2017 over the prior year. Adjusting for the deconsolidation of La Porte and Goshen, net patient service revenue increased $171,357 (or 3.5%). The increase reflects increased inpatient and surgery volumes (see below), partially offset by unfavorable changes in payer mix.

The table below shows discharges and surgery cases by division, excluding La Porte and Goshen.

Year over Year 12/31/2017 12/31/2016 Variance Percentage Inpatient Discharges Consolidated1 115,211 112,378 2,833 2.5% Downtown 50,058 49,036 1,022 2.1% Statewide2 44,475 43,412 1,063 2.4% Central 20,678 19,930 748 3.8%

Total Surgery Cases Consolidated3 109,525 107,257 2,268 2.1% Downtown 34,407 33,296 1,111 3.3% Statewide4 25,119 25,212 (93) (0.4%) Central 13,937 13,839 98 0.7% Ambulatory 36,062 34,910 1,152 3.3%

(1) Including La Porte and Goshen, the variance would have been (4.1%) (2) Including La Porte and Goshen, the variance would have been (13.1%) (3) Including La Porte and Goshen, the variance would have been (5.4%) (4) Including La Porte and Goshen, the variance would have been (25.4%)

During 2012, the Indiana General Assembly approved a hospital assessment fee program (“Medicaid Assessment Fee”). Under this program, the Office of Medicaid Policy and Planning (“OMPP”) collects a fee from eligible hospitals. The fee is used in part to increase reimbursement to eligible hospitals for services provided in both fee-for- service and managed care programs, and as the State share of DSH payments. The program was effective retroactively from July 1, 2011, through June 30, 2013, and was subsequently extended through June 30, 2019. The 2017 budget bill extending the program through June 30, 2019 was signed into law on April 27, 2017.

For the years ended December 31, 2017 and 2016, reimbursement related to the Medicaid Assessment Fee program was recorded within net patient revenue in the consolidated statements of operations and changes in net assets totaling $286,856 and $253,368, respectively. Adjusting for the deconsolidation of La Porte and Goshen, increased

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reimbursement related to the Medicaid Assessment Fee program totaled $244,809 for the year ended December 31, 2016.

As of December 31, 2017, $27,464 of DSH and UPL revenue was recognized compared to $47,971 for the prior year. Due to the recording of reserves on DSH payments for State fiscal years 2016 and 2017, as a result of a final ruling for those fiscal years from CMS, State DSH of ($3,198) was recognized by Indiana University Health and certain subsidiaries recorded in net patient service revenue in the accompanying consolidated statement of operations and changes in net assets for the year ended December 31, 2017. The amount of State DSH and UPL funds vary by year and the amount to be received in future periods cannot be guaranteed.

The provision for uncollectible patient accounts amounted to $280,802 for the year ended December 31, 2017 as compared to $254,669 in the prior year. Adjusting for the deconsolidation of La Porte and Goshen, the provision for uncollectible accounts amounted to $227,060 for the year ended December 31, 2016. As a percentage of gross patient revenue, the provision for uncollectible patient accounts was 1.6% and 1.5% in 2017 and 2016, respectively.

Member premium revenue aggregated $584,927 for the year ended December 31, 2017 and $598,041 for the prior year. The decrease mainly relates to exchange- related insurance product offerings introduced under the Affordable Care Act and lower premium rates for certain Medicaid products, partially offset by changes in membership in the Medicaid and commercial products.

Other operating revenue of $321,080 for the year ended December 31, 2017 increased $167,873 (or 109.6%) compared to the year ended December 31, 2016. Adjusting for the deconsolidation of La Porte and Goshen, the increase in other operating revenue was $177,410 (or 123.5%). The increase was primarily due to related entity operations of MDwise, as well as the gain on transactions completed in the second and fourth quarters of 2017 (see the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A).

Expenses – Total operating expenses of $5,687,057 increased by 0.3% (or $19,002) compared to the year ended December 31, 2016 ($5,668,055). Adjusting for the deconsolidation of La Porte and Goshen, total operating expenses increased $310,350 (or 5.8%).

Salaries, wages, and benefits increased 2.6% (or $73,960) to $2,918,188 compared to the prior year. Adjusting for the deconsolidation of La Porte and Goshen, salaries, wages, and benefits increased $229,530 (or 8.5%). The increase is primarily a result of base pay increases effective in mid-2016 and mid-2017, as well as an increase in full time equivalent employees (“FTEs”) driven in part by increased volumes. Adjusting for the deconsolidation of La Porte and Goshen, the average number of FTEs was 28,874 and 27,421 for the years ended December 31, 2017 and 2016, respectively.

Supplies, drugs, purchased services, and other expenses of $1,896,100 decreased 2.2% (or $42,324) compared to the prior year ($1,938,424). Adjusting for the deconsolidation of La Porte and Goshen, supplies, drugs, purchased services, and other expenses increased $73,763 (or 4.0%). The increase was primarily driven by increased surgery volumes and continued increases in pharmaceutical expenses.

Fees related to the Medicaid Assessment Fee program were $132,069 for the year ended December 31, 2017, compared to $111,763 in the prior year. Adjusting for the deconsolidation of La Porte and Goshen, fees related to the Medicaid Assessment Fee program was $105,904 for the year ended December 31, 2016.

Health claims to providers expenses of $474,623 decreased 0.7% (or $3,479) over that of the prior year ($478,102).

Depreciation and amortization expense of $231,601 decreased 9.2% (or $23,603) from the prior year ($255,204). Adjusting for the deconsolidation of La Porte and Goshen, depreciation and amortization decreased $9,817 (or 4.1%).

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Interest expense of $34,476 was 14.5% (or $5,858) less than the prior year ($40,334) due in part to a decline in outstanding indebtedness. Adjusting for the deconsolidation of La Porte and Goshen, the decrease was $5,812 (or 14.4%).

Other – For the years ended December 31, 2017 and 2016, Indiana University Health expensed $17,500 related to educational and research support provided to the Indiana University School of Medicine.

Investment income amounted to $504,915 for the year ended December 31, 2017, including $75,568 of interest and dividend income, $373,272 of unrealized gains on investments, and $56,075 of realized gains on investments, net of fees. For the year ended December 31, 2016, investment income aggregated to $261,900, which included $63,563 of interest and dividend income, $188,755 of unrealized gains on investments, and $9,582 of realized gains on investments, net of fees. The primary driver of the increase in investment income was Indiana University Health’s participation in strong markets. Adjusting for the deconsolidation of La Porte and Goshen, investment income amounted to $251,854 for the year ended December 31, 2016. Gains on interest rate swaps aggregated $5,720 and $3,060 for the years ended December 31, 2017, and 2016, respectively. Adjusting for the deconsolidation of La Porte and Goshen, gains on interest rate swaps aggregated $3,105 for the year ended December 31, 2016.

Adjusted Operating Income – The following table adjusts operating income for significant one-time transactions or significant items that relate to prior years. Management uses these measures internally for planning, forecasting, and evaluating the performance of the Indiana University Health System. The table also removes operating income attributable to noncontrolling interests, which primarily relates to ambulatory surgery centers in which third parties hold significant noncontrolling interests. Internally, management reviews operating results after allocation to noncontrolling interests, in part, because a significant portion of the operating results of these entities is distributed to the noncontrolling interest holders each period. Non-GAAP measures should be considered in addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. For additional information on the programs that resulted in these adjustments and on noncontrolling interests refer to the consolidated financial statements and the notes thereto of Indiana University Health and subsidiaries for the years ended December 31, 2017 and 2016.

Year Ended December 31, 2017 2016 Operating income as reported $ 583,107 $ 548,023 Noncontrolling interests in subsidiaries (111,483) (110,537) La Porte & Goshen Operating Gain - (11,759) DSH 15,095 (6,844) Pension settlement loss - 16,066 Gain on sale of MDwise (68,152) - Gain on sale of Dialysis business (25,285) - Operating income adjusted $ 393,282 $ 434,949 Operating margin adjusted 6.6% 7.6%

• During 2016, La Porte and Goshen were both deconsolidated. • During 2016, DSH was recorded related to the State fiscal year 2014. • During 2016, a lump sum benefit payout option was offered to certain pension plan participants. • During 2017, reserves were recorded on DSH revenue related to the State fiscal year ended June 30, 2016 • During 2017, Indiana University Health sold its membership interest in MDwise, Inc. and MDwise Medicaid Network, Inc. as well as its dialysis business (see the caption “STRATEGIC INITIATIVES AND TRANSACTIONS” in this Appendix A).

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Years Ended December 31, 2016 and 2015 (Dollars in Thousands)

Revenue - Total operating revenue of $6,233,578 for the year ended December 31, 2016 increased 2.2% (or $132,763) as compared to the prior year ($6,100,815). Adjusting for the deconsolidation of La Porte, the increase in total operating revenue was $314,766 (or 5.4%).

Net patient service revenue, when excluding State DSH, UPL, and increased reimbursement related to the Medicaid Assessment Fee program, increased by $117,424 (or 2.3%) for the year ended December 31, 2016 over the prior year. Adjusting for the deconsolidation of La Porte, the increase in net patient service revenue was $286,369 (or 5.9%). The increase reflects increased outpatient volumes and the expansion of the HIP, partially offset by decreased inpatient discharges (see below) and unfavorable changes in payer mix.

The table below shows discharges and surgery cases by division, excluding La Porte.

Year over Year 12/31/2016 12/31/2015 Variance Percentage Inpatient Discharges Consolidated1 119,132 124,006 (4,874) (3.9%) Downtown 49,036 51,506 (2,470) (4.8%) Statewide2 50,166 53,076 (2,910) (5.5%) Central 19,930 19,424 506 2.6%

Total Surgery Cases Consolidated3 114,245 107,830 6,415 5.9% Downtown 33,296 32,741 555 1.7% Statewide4 32,200 30,696 1,504 4.9% Central 13,839 12,702 1,137 9.0% Ambulatory 34,910 31,691 3,219 10.2%

(1) Including La Porte, the variance would have been (7.2%)

(2) Including La Porte, the variance would have been (12.5%) (3) Including La Porte, the variance would have been (0.6%) (4) Including La Porte, the variance would have been (14.2%)

For the year ended December 31, 2016, increased reimbursement related to the Medicaid Assessment Fee program totaled $203,850. For the year ended December 31, 2015, increased reimbursement related to the Medicaid Assessment Fee program totaled $221,422. Adjusting for the deconsolidation of La Porte, increased reimbursement related to the Medicaid Assessment Fee program totaled $202,704 and $213,865 for the years ended December 31, 2016 and 2015, respectively.

As of December 31, 2016, $47,971 of DSH and UPL revenue was recognized compared to $124,069 for the prior year. Adjusting for the deconsolidation of La Porte, $47,971 and $120,911 of DSH and UPL revenue was recognized for the years ended December 31, 2016 and 2015, respectively. The variance between years is mainly due to recording of DSH revenue in 2015 related to State fiscal years ended December 31, 2014 and December 31, 2015 based upon timing of notification from the OMPP. The amount of State DSH and UPL funds vary by year and the amount to be received in future periods cannot be guaranteed.

The provision for uncollectible patient accounts amounted to $254,669 for the year ended December 31, 2016 as compared to $243,423 in the prior year. Adjusting for the deconsolidation of La Porte, the provision for

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uncollectible accounts amounted to $250,437 and $222,593 for the years ended December 31, 2016 and 2015, respectively. As a percentage of gross patient revenue, the provision for uncollectible patient accounts was 1.5% in both 2016 and 2015.

Member premium revenue aggregated $598,041 for the year ended December 31, 2016 and $394,303 for the prior year. The increase relates to additional premium revenue related to growth in health exchange-related insurance products introduced under the Affordable Care Act, as well as growth in membership in the Medicaid and Medicare products.

Other operating revenue of $153,207 for the year ended December 31, 2016 decreased $51,327 (or 25.1%) compared to the year ended December 31, 2015. Adjusting for the deconsolidation of La Porte, the decrease in other operating revenue was $48,975 or (24.3%). The decrease was primarily due to a decrease in related entity operations accounted for using the equity method and meaningful use revenue under the American Recovery and Reinvestment Act of 2009.

Expenses - Total operating expenses of $5,668,055 increased by 6.9% (or $366,502) compared to the year ended December 31, 2015 ($5,301,553). Adjusting for the deconsolidation of La Porte, the increase in total operating expenses was $543,505 (or 10.7%).

Salaries, wages, and benefits increased 4.4% (or $120,313) to $2,844,228 compared to the prior year. Adjusting for the deconsolidation of La Porte, the increase in salaries, wages, and benefits was $213,218 (or 8.2%). The increase is mainly attributable to base pay increases effective in mid-2015 and mid-2016, as well as an increase in FTEs driven in part by increased surgical volumes. For the year ended December 31, 2016, the average number of FTEs was 29,148 compared to 28,691 for the same period of 2015. Adjusting for the deconsolidation of La Porte, the average number of FTEs was 28,890 and 27,286 for the years ended December 31, 2016 and 2015, respectively.

Supplies, drugs, purchased services, and other expenses of $1,938,424 increased 5.5% (or $100,248) compared to the prior year ($1,838,176). Adjusting for the deconsolidation of La Porte, the increase in supplies, drugs, purchased services, and other expenses was $167,443 (or 9.5%). The increase was driven by increased surgery volumes, increased administrative costs related to the growth in medical risk operations, and continued repairs and maintenance for aging facilities.

Fees related to the Medicaid Assessment Fee program were $111,763 for the year ended December 31, 2016, compared to $109,558 in the prior year. Adjusting for the deconsolidation of La Porte, fees related to the Medicaid Assessment Fee program were $111,034 and $104,209 for the years ended December 31, 2016 and 2015, respectively.

Health claims to providers expenses of $478,102 increased 55.3% (or $170,333) over that for the prior year ($307,769), which relates to the growth of health exchange-related insurance products under the Affordable Care Act, as well as increased membership and claims utilization for the Medicaid and Medicare products.

Depreciation and amortization expense of $255,204 decreased 5.1% (or $13,716) from that for the prior year ($268,920). Adjusting for the deconsolidation of La Porte, the decrease in depreciation and amortization was $1,479 (or 0.6 %).

Interest expense of $40,334 was 24.2% (or $12,881) less than the prior year ($53,215) due in part to refunding activity and a decline in outstanding indebtedness. Adjusting for the deconsolidation of La Porte, the decrease was $12,835 (or 24.1%).

Other - For the years ended December 31, 2016 and 2015, Indiana University Health expensed $17,500 related to educational and research support provided to the Indiana University School of Medicine.

Investment income amounted to $261,900 for the year ended December 31, 2016, including $63,563 of interest and dividend income and $188,755 of unrealized gains on investments, and $9,582 of realized gains on investments, net of fees. For the year ended December 31, 2015, investment losses aggregated $67,220, which included $19,619 of realized losses on investments, including fees, $88,656 of unrealized losses on investments, partially offset by $41,055 of interest and dividend income. Adjusting for the deconsolidation of La Porte, investment income (losses) amounted

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to $263,999 and ($65,723) for the years ended December 31, 2016 and 2015, respectively. Gains on interest rate swaps aggregated $3,060 for the year ended December 31, 2016, and $18,977 for the year ended December 31, 2015.

Adjusted Operating Income - The following table adjusts operating income for significant one-time transactions or significant items that relate to prior years. Management uses these measures internally for planning, forecasting, and evaluating the performance of the Indiana University Health System. The table also removes operating income attributable to noncontrolling interests, which primarily relates to ambulatory surgery centers in which third parties hold significant noncontrolling interests. Internally, management reviews operating results after allocation to noncontrolling interests, in part, because a significant portion of the operating results of these entities is distributed to the noncontrolling interest holders each period. Non-GAAP measures should be considered in addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. For additional information on the programs that resulted in these adjustments and on noncontrolling interests refer to the consolidated financial statements and the notes thereto of Indiana University Health and subsidiaries for the year ended December 31, 2016 and 2015.

Year Ended December 31, 2016 2015 Operating income as reported $ 548,023 $ 781,762 Noncontrolling interests in subsidiaries (110,537) (105,061) La Porte Operating Loss (Income) 4,544 (456) DSH (6,844) (62,105) Pension settlement loss 16,066 - Operating income adjusted $ 451,252 $ 614,140 Operating margin adjusted 7.6% 10.9%

• La Porte was deconsolidated as of March 1, 2016. As of December 31, 2016 and 2015 two months and twelve months of operating loss (income) was recorded, respectively. • During 2016 and 2015, DSH was recorded related to the State fiscal year 2014. • During 2016, a lump sum benefit payout option was offered to certain pension plan participants.

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PHILANTHROPY

Indiana University Health Foundation was established in 2017 and is a result of the integration of several past entities all separately providing philanthropic support to advance the mission and strategic goals of the Indiana University Health System. In this integration, operations are centralized in an effort to reduce the cost-to-raise a dollar metric; thus, making fundraising more efficient by providing more impact back to entities of the Indiana University Health System. As a not-for-profit organization, the purpose of Indiana University Health Foundation is to secure charitable contributions to help make the State healthier through a variety of gift types, including individual major gifts, foundations, grants, planned giving, events, annual fund, team member giving, and other community resources. The system foundations have raised over $61 million the past 10 years to support the mission and programs of the Indiana University Health System. As of December 31, 2017, the Foundation had total net assets of $141.5 million and endowments of more than $48.1 million.

COMMUNITY BENEFIT

The Indiana University Health System impacts the statewide community by carrying out its mission through clinical care, education, research, and service. In 2016, the Indiana University Health System provided more than $584 million in community benefit, and combined with other investments, totals nearly $720 million in community investment, serving more than one million Indiana residents.

These community benefit initiatives included, but were not limited to: offering financial assistance to patients who are unable to pay, educating health professionals, engaging in innovative clinical research, and conducting community outreach initiatives that improve the health of community members.

As part of its commitment to provide high-quality care regardless of a patient’s ability to pay, Indiana University Health provided more than $67 million in free or reduced-cost healthcare to qualified patients and invested more than $30 million in community health initiatives which include health risk screenings, and community and school health education programs. The Indiana University Health System also provided $19 million in subsidized health services such as hospice, behavioral health, and diabetes care. The Indiana University Health System trained and continues to train the new generation of healthcare professionals, engaged thousands of clinical trials researching leading-edge medicine and breakthrough treatments, and partnered with hundreds of community organizations to bring health and wellness education to people throughout the state.

EMPLOYEES

At December 31, 2017, the Indiana University Health System had 28,874 full-time equivalent employees. Indiana University Health employees are not covered by any collective bargaining agreement. Management of Indiana University Health considers its relationship with its employees to be favorable. The Indiana University Health System provides competitive compensation and benefits programs, which include retirement plans, paid time off, tuition reimbursement, a nationally recognized employee wellness program, and health, life, and disability insurance.

INFORMATION TECHNOLOGY

The Indiana University Health System invests significantly on an annual basis in its information technology ecosystem. The Indiana University Health System operates numerous platforms spanning capabilities that include electronic medical records, enterprise resource planning, population health, decision support, research analytics, and interoperability, among others. These investments in information technology support Indiana University Health’s vision to be a leader in research, education, and care delivery while enabling scalability, mobility, and agility of the information technology landscape to efficiently respond to market demands. The Indiana University Health System also continually invests in information security in order to ensure the security of protected health information and to protect the organization against continually evolving external threats. Going forward, Indiana University Health anticipates continued investment in its information technology capabilities allowing it to further optimize its electronic

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medical record functions, grow its population health offerings, improve interoperability across various healthcare systems, and improve its overall operating capabilities.

INSURANCE

The Indiana Medical Malpractice Act, Indiana Code 34-18-1-1, et. seq. (the “Medical Malpractice Act”) limits liability for malpractice claims against health care providers who qualify as providers under the Medical Malpractice Act. Each hospital in the Indiana University Health System is qualified as a provider under the Medical Malpractice Act. An annual surcharge is assessed against each qualified provider to fund the patient’s compensation fund (the “Fund”) created under the Medical Malpractice Act, the amount of which is established by the Department of Insurance based on an actuarial program. The amount must be sufficient to cover but may not exceed the actuarial risk posed to the Fund by the qualified provider.

The Medical Malpractice Act provides the following limits of liability for qualified healthcare providers as well as the Indiana Patient’s Compensation Fund per occurrence for acts of negligence:

Prior to From July 1, 1999 From July 1, 2017 After July 1, 1999 to June 30, 2017 to June 30, 2019 June 30, 2019 Maximum recoverable from both provider and the Fund $750,000 $1,250,000 $1,650,000 $1,800,000 Provider maximum occurrence limit $100,000 $250,000 $400,000 $500,000 Excess paid by the Fund $650,000 $1,000,000 $1,250,000 $1,300,000

In order for the Patient’s Compensation Fund excess payment to be available, the healthcare provider must first contribute its maximum occurrence limit. Any excess is paid by the Fund. In response to this law, each hospital in the Indiana University Health System is insured by the IU Health Risk Retention Group, Inc., as appropriate, for the current limit of $400,000 per occurrence and $8,000,000 in the annual aggregate for hospitals of not more than 100 beds and $12,000,000 in the annual aggregate for hospitals of more than 100 beds. In addition to the professional liability coverage outlined above, the Indiana University Health System maintains a comprehensive portfolio of insurance coverages, including but not limited to property, automobile, general liability, fiduciary, directors’ and officers’, crime, employment practices, environmental, workers compensation, aviation, and cyber liability, as are customary in amounts and with carriers that are consistent with the requirements of the Master Indenture and industry practices. Indiana University Health believes its risk management programs embody a mix of broad insurance coverages and retention programs that reflect an appropriate and prudent approach for the protection of the Indiana University Health System.

LITIGATION

As with most multi-hospital systems, there may be, at any point in time, a number of medical malpractice actions filed or pending against providers in the Indiana University Health System. Generally, these will be paid or settled from insurance and/or self-insurance coverage, and some will not be pursued by plaintiffs. However, certain actions may seek punitive or other damages, which may not be covered by insurance. Litigation also arises from the corporate and business activities of the members of the Indiana University Health System, from their status as major employers, or as a result of medical staff peer review or the denial of medical staff privileges. A recent U.S. Supreme Court decision now allows physicians who are subject to adverse peer review proceedings to file federal antitrust actions against hospitals and seek treble damages. As with medical malpractice, many of these risks are covered by insurance or self-insurance, but some are not. Indiana University Health System entities may also become parties to actions initiated by regulatory agencies, or contractual disputes with vendors, third party payers, or other entities. These may not be covered by insurance. In the event that a substantial number of uncovered claims were determined adversely to those individuals, affiliates, or subsidiaries of Indiana University Health who are defendants in such claims, and substantial monetary damages were awarded in each, there could be a material adverse effect on Indiana University Health’s financial condition.

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ACCREDITATION AND MEMBERSHIPS

The Academic Health Center, which is four hospitals (IU Health Methodist, IU Health University, Riley Hospital, and IU Health Saxony) and an outpatient location (IU Health Morgan), is licensed as a single provider and was successfully re-accredited by The Joint Commission (“TJC”) in July 2016. IU Health West, IU Health Jay, IU Health Bloomington, IU Health Tipton, IU Health Frankfort, and IU Health North were successfully reaccredited by TJC in February, April, May, August, September, and December 2017, respectively. IU Health Blackford, IU Health Bedford, and IU Health Paoli were reaccredited in October 2015, and IU Health Ball Memorial was reaccredited in November 2015. Therefore, IU Health Blackford, IU Health Bedford, IU Health Paoli, and IU Health Ball Memorial are due for resurvey by TJC in 2018. IU Health White was successfully reaccredited by the American Osteopathic Association’s Healthcare Facilities Accreditation Program (“HFAP”) in April 2016, while IU Health Arnett achieved HFAP reaccreditation in August 2017.

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APPENDIX B

INDIANA UNIVERSITY HEALTH, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS, DECEMBER 31, 2017 AND 2016

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Indiana University Health’s mission is to improve the health of our patients and community through innovation and excellence in care, education, research, and service.

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Indiana University Health will preserve, strengthen, and build upon these values: Total patient care, including mind, body, and spirit Excellence in education for health care providers Quality of care and respect for life Charity, equality and justice in health care Leadership in health promotion and wellness Excellence in research An internal community of mutual trust and respect

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 ! %4&'%)- 0  -  >%14&'1, -.&'%) 757#,.75!-,# #-.>$&=')  ?-2 -. @- !A>%43=%1,-.&'')/757#, .75!--,--  

-- ! %4&'%)- 0  -     , >%''''' -.  &'%)/  &'%) 757#, !5 !-  ?-2 -. @- !A>33111,-.&'')/757#, .75!--,--  

-- ! %4&'%)2>%''1' 70-0 -.-. @- !A>%''1',-.&'')/757#,.75  !-   #0 >&%13'  , @.  -  ,, ,# -. >)=3' - ! %1&'%)A-.&'')/757#,.75!-2,2 

 %4'&5&14$1&$ $(   !

---- #@- A (Dollars in Thousands)



!6,*+

. 0-.&'')/2- .-!70 # 00-. >11$&! ,-0 7-.. 7,,  #-C,# #  #-C --2. !  0-22! 70 #  - --,0 - -  -- # -. -,-  0 

-. #!$%&'%(&'%)## -.-0>%'1'''  -. #!$%&'%(&'%)-!2- -.2>1''''>',  !  ,---. -05#!-.-22!# E $'&'%4 

-05#!--..--20<

 , (    !  " 4  =38  @     -<  75+ 75 7#,-,+ +. 0 /-&'%) /-,!0 ,,#- 0&'&12-. 1 ''F #!$%&'%( % & $   > %14&'1 75+ 75 7#,-,+ +. 0/- &'%1  #/-,!0 ,,#- 0&'='2 00.-#= ''F-1 ''F #!$%&'%( '!$()& &4($31 75+ 75 7#,-,+ +. 0/- &'%= /-,!0,, #- 0&'$'200.-# = ''F-1 ''F #!$%&'%( &'$(  )&&$1 75+ 75 7#,-,+ +. 0/- &'%% #/-,!0 ,,#- 0&'$42 00.-#$ ''F-1 %$F #!$%&'%( $)(& %$3)'1 

 %4'&5&14$1&$ $4   !

---- #@- A (Dollars in Thousands)



!6,*+

 , (    !  " 4  =38  @*+     -<  H!5+ 75 7#,-,+ /- &'%% /  &'%1/ &'%)/,!0,, #- 0&'=)2! 00.-#% $%F-& &)F #!$%&'%( % ")'$#!  > (%'&&' H!+-##/;+-0 -.# 0E $'&'%4 & $  M      8 4   @    -< 75+ 75 7#,-, + /-&'%% ,!0,, #- 0&'$%2-.& &&F #!$%&'%(  ($   %$)31 H!5+ !-?-#--,&'%( M %1''        ,-!0- ($ ( 3)$&'  $&'  %=4=% --05#! $()#$"&# %=4='%) #-C,# #-. #-C-  "$#&  )341% #-C!- - *&$''&+ @))(%A  ,-- * $ &+ @%==$43A -05#! ,-- % $(& $ & > %='&4'(  

 %4'&5&14$1&$ $3   !

---- #@- A (Dollars in Thousands)



!6,*+

 # #-#,--.-05#! #0#;0-. !5!-.--2<

4   =3 8  84     @ 14 @ 14  , ,  1  "0 #!$%<  &'%4 > 3=411 > (=' > =1%' > %''%'1 &'%3 =($)' (41 =&14 1&='$ &'&' 1'&31 4=' $14) 1=(&% &'&% 1=3=1 43' %'$4 1)4($ &'&& 1(1$' 3'1 4&3 13&)= . %')&')) 44=' $4& %'(%&44  > %$)('1% > %$''' > %=)'$ > %$3=)1=  # --. !--!.-#5,,0 ! C025,8 !-2#  #; ,     0  ?0  .-  . !- -,- #, 0-.7 !,8 --!.-#- -! - 0 !-;-#;#;-,.#2-2  , --  .  2  -- .  .-2-. !-  /-,  #0#. -. ! 2- !.&. !-3 

-,--05#!.- #!$%&'%(&'%)000 >=%4&'>=&(=3,  -,C 0 #!$% &'%(&'%)#- ->)&=>(43, 

 %4'&5&14$1&$ ='   !

---- #@- A (Dollars in Thousands)



'6,3 3  4 

-05#2,0#!-2,#-!:!0 -#0;  .--20.75,2, --#-  #,-. #!$%&'%(<

2  03        ,  ,  3 :    > &11&1 %%I%1I&''1 &I%)I&'&% )& $'F/+, ' &=F $ %3F 1)%41 )I&$I&'%% $I%I&'$) )& $'F/+, ' &=F & )4F )1$'' %%I%1I&''1 &I%1I&'$' )& $'F/+, ' &=F $ $1F )1)'' )I&'I&'%% &I%1I&'$' )& $'F/+, ' &=F $ $1F 1$&&1 )I&)I&''$ $I%I&'$$ /+ = 3&F %(($$ )I%)I&'%% $I%I&'$$ /+ = 3&F ('3$' )I%)I&'%% $I%I&'$$ /+ = 3&F %((&1 )I%)I&'%% $I%I&'$$ /+ = 3&F %((&1 )I&)I&''$ $I%I&'$$ /+ = 3&F    =3'' %I&(I&'') %%I&I&'&'  ,2,7 $ 34F  .00..-!--#R !5 ! 2 ,,-7# &= =F  %3 $F -. - ! - 0  -. #!$%&'%(&'%), 





 %4'&5&14$1&$ =%   !

---- #@- A (Dollars in Thousands)



'6,3 3  4 *+

--05#!2,0#2-.-, ,--.#00 ..-.-.-22,-. #!$%&'%(.--2<

2  03  9        ,  ,  1 3 :   > %='==) $I%'I&'&% &I%1I&'$$ -20! (1 ''F5#- /+# ' '1F    $'3&'' $I%'I&'&% %I(I&'$$ -20! (1 ''F5#- /+# ' '=F    $'3&'' %I(I&'&' %I(I&'$$ -20! (1 'F-5#-/+     B -. - 0,  -: #@H A- ! ,,-#;5-5#; -,---.2,-#--,  .   -.    #  - 0#     7,-    -#0H  -. #!$%&'%(. -.2, 2!-.>(14%$2-.H -.>$1$)  -. #!$%&'%).  -.2,2!-.>3&&='2-.H -.>(&$&  . -. 2,! 2- !-#,0--!  

#-.--2002--,0-# @-A-#,0--#-.-,-0 -. #<

 / 0, (    !  " B-2,<   C0-2, % "$#! > %4=$= +C--2, * $! !+ @%1$(=A  % &$!  > $')'  -. #!$%&'%(2,---#- -.>%%1$)3= 0 >$3=4=4-..75,2,>(144=)-..-2!2, 0#7  2- ,-!0-. -#- 2 

 %4'&5&14$1&$ =&   !

---- #@- A (Dollars in Thousands)



'6,3 3  4 *+

000#; -.2,20- ,7-.- 0#  000. -. #-0-..75,  ! 2, 2  ;5 -0 .      ! ,-- - #!$%&'%(&'%)2>)$33)>4%&4', --2,- -. #!$%&'%(-&'%) 

0 0 &'%)#2-!2,!-2 -- #-  -. >&1''''   #   -. ,#!$' &'$4 .-  -5#  ,#-.>%$(122-C-.2-,#-- #- -2-,2,-2, 

)6 5    

- 00 .-,,--.. ,-#-0-#.- .--20<@A.. ,2- !--,-.  !   - - !2 #; ,,   # #   !.#2-;.-# 0. @A!5.-.  # #! ,--!!-., - --.-!  -.  # #  @A8  -- -. -,.-# ; 2  0 !@A7,- !-  ## .   5 ! ,- -. -8 2 8 ! ,--!!- -!!, . 

!!, -.#;-!.-#,- 2 -!!, #.#; #,-#!#0#-# ## !.,0-2.-!  2-, -., .--20. <

# %ML -,@ : A#;.--! -.,-0  ! !  0 

# &M?0, -8 -, % -!!-!- ,,-.-#-!!-.,-0  

 %4'&5&14$1&$ =$   !

---- #@- A (Dollars in Thousands)



)6 5    *+

# $M?0,  -0.-. -.. -.!--!!.-#-!:-   0 0.-., #0.- !$2. # 0 -!!,   -20002- -!!, ,#-%'F -.  .   -.   - !   ,  # !  2  -,#---0 #0#R!#-..  

.--20!.-!2.  #R.!2- .-. - 0! -. #!$%&'%(&'%)  .!. !--2-., 0.-. # #  # -.0.-., , -. # #8 : 0#- !  !:-0--#.. --.. ! .-2.  



 %4'&5&14$1&$ ==   !

---- #@- A (Dollars in Thousands)



)6 5    *+

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

 %4'&5&14$1&$ =1   !

---- #@- A (Dollars in Thousands)



)6 5    *+

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

 

 %4'&5&14$1&$ =)   !

---- #@- A (Dollars in Thousands)



)6 5    *+

. -.8 !-8 -#;,. %  . -.%0 !-8 -#;,.-#  70 - # -  # 8     .   -. & 0 !-5,#;8 -#;-#  #;--!!,   . -.$0  !---,-!5, -.# 

!.!#,,  -22- -#,0--! 

.--20!-.-2-.#-  --!.- .2$-. -.!-<

 E %&'%) > %%1)= /;-,-2 @%%'3A /;-,  ==)3 .-  @%&=4A  )%   #!$%&'%) %$($( /;-,-2 @&==(A /;-,  )3'& . $=% .-  @$(34A  %(   #!$%&'%( > %=(1& 



 %4'&5&14$1&$ =(   !

---- #@- A (Dollars in Thousands)



)6 5    *+

. -.2,! ,-.-2 : .- H @-4A  #00,- 0 H  , -#,,--, .-2 0 -. .--,-02,- *-!! 2-  !  -! #; @A -.   - 2  2, - ,   ! ,-- -#- ,-.-;---  H , ..   #;5-5#; !   ;   .   -.  2,  -,-;-.,-02,!,--,-#  -2,.-2!,--;#  ! -#,0  #;5-5#;    0  -- !; .. + @/+A2, -.  0, ! 5 ,  @- M ,B!0- .-2, !   B  ,-,--A--#,!#;: -7!! 0    ; --@  AI/+- 

 -.H #,0 ,-.--20.-<

# *#8 -,-- 2, 0# 

# -70-.#- 2H 2- -,@ #0 2,!,--A 

# -  7   , !2  2,     !- 7, - -#, 

B2,.!2&$2H 7%'F-. 0- --.2,  .--.,-0,- 

6    

#.-##-# !:-- 0,-0 #0-- -.!   #R #0#--7,- -#-. -0-00,-0- 

 %4'&5&14$1&$ =4   !

---- #@- A (Dollars in Thousands)



6    *+

- -#-.-# --2#.. -#R--.-- -.-,- -.-2 

- 

/ 0#-..8 ,# -!-,0,    ## #,#-. #!$%&'%(.--2<

       -  -  "0 #!$%<   &'%4 > $(43= > %=$) &'%3 $%%)' 34& &'&' &)==3 4&1 &'&% %3(=) $=% &'&& %=(&( 11 . =)$13 M -## #,# > %()$$1 $)$3 #- ,0  @)%)A ? -.## #,#  > $'&$  +7,  ,, 0, -7, -#,0 -- # -. -,-  0    #-  - >1(%4%>111=%.- #!$%&'%(&'%), 

6    

#R##,-0,-- 0 +;+-B- , @++BA3(F5-2 !   ,-0#-.##,-0-,##--.!,! !, @ A2##- -. #- @A.--.00,--E $'&'%(>%&1' 000#->(1''-. 

 %4'&5&14$1&$ =3   !

---- #@- A (Dollars in Thousands)



6    *+

2 , - >%''' 2-  ! , !   -.  ? -#,-  @ A>&1'!#.-- -.#, @A.--.00.-#E %&'%(-E $'&'%3>%)1' 000# ->%&'''-.2 ,->%&1'2- !,! >=''! #.-- -.#,   -8 ,- #  8 #  0 #;0 . 0 ,# -    #0    ##8 # 8 .,-  0;-.>&1',- >(1''  000.--.00- 0,--E $'&'%(>='',-  >%&''' 000.--.00- 0.-#E %&'%(-E $' &'%3  #R##,,-0# -0 -..!++B !  ? 2- -2  !     -   7   .- 0 !  -#-!!#,-R!#0--#-,-.- !  -0,--#5#!@0000>(''''-.E % &'%=>%''''',-A 

-! -.--0,-!, -#,7,  -!.- ! -,-# 2: - 2, -#,-#8 #-0-# ,. 08 #!#   ##- -. # #,# - !-#,0--!  

6 : 

,: 

+#!.,-- !#,--. # ,# - 0 . -! - ,  -! - 2     !. 7, -  . -! - ,  ! - -#,- -. 8 . #,-  #-  - >%'4=$1  >3))%3  &'%(  &'%) , @ -. .-. -.>((4>%('4&'%(&'%),A 



 %4'&5&14$1&$ 1'   !

---- #@- A (Dollars in Thousands)



6 : *+

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.!.,-,,--!?-/#- /--#0-! 2!..-C-2,,-2   .!.,-,,,!-2,,#-    .-# #,- 2-  - - ,,   . -! - , !#-.R.-#- 

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08 -.&'%)-.. #,5 #!.,-  -,--,,-..!.,-,2-2#.  -. #!$%&'%1   #,5 #-..02-2--#!&'%)  - #. ,,-.-.!.,-,# #,5 # !. ,-   -0  -. #!$% &'%)    -0C >%)')) -. # -     20  !.   -#,0 -- # -. -,-  0    -     ,- ,--#@-A 

.--20!.-.  -..!.,-,#-  -0C--.#  -  2, !-, 00-.,, 



 %4'&5&14$1&$ 1%   !

---- #@- A (Dollars in Thousands)



6 : *+

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 %4'&5&14$1&$ 1&   !

---- #@- A (Dollars in Thousands)



6 : *+

 .--20 #-   - ,   ! -0C  @A   .- #!$%<

  !  "     0@-A % ($"  > @%&1)&A #-C--. @-A0 *($&)+ $33$ ,-,-- * $ '+ $$333  % * $ )'+ > &1=$'   , (    !  " -#,--.,-!.-@-#A<   - % "$  > &%4=$ 7, - * '$(& + @&=%'1A #-C--. -0C- ($&) $33$ @#7,A#-!. *#)+ %)')) ,-,-- % $ )( > %((3(   , (    !  " *00  #,--# !.-<  - .-,-,-- #6 ? = =3F - .-!.-!0- (6"! = %& 7,-. -, #6  = (4  7,.  !.,#<  &'%4 > &1&)4 &'%3 &11&3 &'&' &1314 &'&% &)$%% &'&& &))&$ &'&$M&( %&4)(4

 %4'&5&14$1&$ 1$   !

---- #@- A (Dollars in Thousands)



6 : *+

7,#-C--.#-  7,-,- ,- - ! >$13&  0   0 #!$% &'%4    - 8  -! -.-&'%4 

 ,R      0- ,     ,, -05# # -.  ,R #      -- -.  0- ,     0- ,  R --  20 -2  -5-    0-25- #   7, -05 #-.  #,-!-#7-.,-05#0 7,-!-2   #,-,-!#; 0,, 

200---.,!0-.--2<

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 %4'&5&14$1&$ 1=   !

---- #@- A (Dollars in Thousands)



6 : *+

.--20!,,R. ## . - 0 !2. --3<

 -3  -3 -3( 25 1  , ( $ !   8  % &$('" % M % M % M % &$('" ! <  !; M "  M M "  /;- M $ )  M M $ )  -,-! M (($''( M M (($''( B-#0 ($ )( M M M ($ )( /-.  M M M  #$ &  #$ & 8  <  -#8 .  ($)!! M M ( $#)" (&$#!( <  0.  M M M !$  !$ 

-,.  % $&&" % (&$"!" % M %&$"(  %# $'"( 

 %4'&5&14$1&$ 11   !

---- #@- A (Dollars in Thousands)



6 : *+

 -3  -3 -3( 25 1  , ( $ "   8  > $%'$ > M > M > M > $%'$ ! <  !; M 1=3& M M 1=3& /;- M %=$4 M M %=$4 -,-! M &344' M M &344' B-#0 $$$1( M M M $$$1( /-.  M M M 3&3'3 3&3'3 8  <  -#8 .  %1441 M M =())' )$1=1 -8 .  $'=$% M M &(%%( 1(1=4 <  0.  M M M ('(3& ('(3&

-,.  > 4&(() > $)4%' > M > &$4=(4 > $14')=  . -.8 !-8 -#;,.%   . -.%#!-8 -#;,.-#70   . -.&#!-5,8 -#;-#  #;--!!,  

,0. .-2 ,,.  -.# +;#,--.-##- #!-1 0#-,-  H,- 8 ,7,.-. -.,R0.  -##0.  H -,-!,. R#0#-!  .,.-#-. 0#,-. 0 #-,.-#- 

 

 %4'&5&14$1&$ 1)   !

---- #@- A (Dollars in Thousands)



(609 

-2# .  -.    - -  / - - - -. --5-2#. .-- ,., ,-  8 !B ?  - 2 -2# .   .  ,- ! -  7 - !-.--5#,-- 

!--.--.!-.- -,.-#? 0#-.  -  @? A8 0,--.. -.-0 0.-.0.-.--5-2#. !7,--, - --   -.,-.- -.,# .--20<@A-0 -.0.--,#-2#@A -0 -. !8 0.-,#-2#@A # -- ,# -2# #  - 2  - -.  ,,! -- 0.  ## # --.   #0,---.--5 -2#. -.,#. #,-     - #-   ,,-, .- 7,  !  .- -   # - 2   -. ,  ,! ! ?   -2? .- --- .-#;0#- - ,,-, -  #  --5 -2# .       -  ,--.. , ,--..- ---5-2#.  0--#--,-!..-..-.-7,-  .-#-#,,--.#-- -.-0C- #,--..- - 



 %4'&5&14$1&$ 1(   !

---- #@- A (Dollars in Thousands)



(609 *+

0-#,---.--5-2#.-!-.- -2 .--2< 1   :     1    -2#E %&'%) > %%3== > =1)'% > 1(1=1 -! - 1 $($ $(4 #  $=&' M $=&' +.- 1 M 1 ,,-,--.-2# .-7,  @&'%=A M @&'%=A -2# #!$%&'%) %$$)' =13(= 13$$= -! - M &!( &!( #  #$&#' M #$&#' +.- &&! !  $&! ,,-,--.-2# .-7,  * $"'+ M * $"'+ -2# #!$%&'%( % "$'(! % #!$#! % "#$ '# 

 - -/ - --,,# ,0,-.--2# ?-.-!-.- -#,-, ,#7#C 2-!, -.;,- - .   -2##-,-   7- -.#0-05#2  #0  #-  -. # ;  ! #  # .-  , ,- -.  ,,-0 -      / #- ,-0#    .- --.-#- !-!  

 

 %4'&5&14$1&$ 14   !

---- #@- A (Dollars in Thousands)



#6 C: 1  

4  =3 

--- 0#8 .  #,-!.-.-#---.---.2- ,-#R.  -->=$41% >=1=14&'%(&'%),!,-220 !.7,-#,0--#-.-,-0  

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APPENDIX C

FORM OF INDENTURE

THE INDENTURE IS EXPECTED TO BE EXECUTED AND DELIVERED ON THE DATE OF ISSUANCE OF THE BONDS IN SUBSTANTIALLY THE FORM ATTACHED TO THIS APPENDIX C.

[THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS

FORM OF INDENTURE Page

ARTICLE I. DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS ...... 2

Section 1.01. Definitions ...... 2 Section 1.02. Content of Certificates ...... 7 Section 1.03. Interpretation ...... 8

ARTICLE II. THE BONDS ...... 8 INDIANA UNIVERSITY HEALTH, INC., as Issuer Section 2.01. Authorization of Bonds ...... 8 and Section 2.02. Terms of the 2018A Taxable Bonds ...... 9 Section 2.03. Form of Bonds ...... 10 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Bond Trustee Section 2.04. Execution of Bonds ...... 10 Section 2.05. Transfer of Bonds ...... 10 ______Section 2.06. Exchange of Bonds ...... 11 Section 2.07. Bond Register ...... 11 Section 2.08. Temporary Bonds ...... 11 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen ...... 11 TRUST INDENTURE Section 2.10. Use of Securities Depository ...... 12 Section 2.11. Additional Bonds ...... 13 ______ARTICLE III. ISSUANCE OF BONDS; APPLICATION OF PROCEEDS ...... 14

Section 3.01. Issuance of Bonds ...... 14 Dated as of April 1, 2018 Section 3.02. Application of Proceeds of Bonds ...... 14 Section 3.03. Issuance of Series 2018A Obligation ...... 14 Section 3.04. Validity of Bonds ...... 14 $XXX INDIANA UNIVERSITY HEALTH, INC. OBLIGATED GROUP ARTICLE IV. REDEMPTION OF BONDS ...... 14 TAXABLE BONDS, Section 4.01. Terms of Redemption ...... 14 SERIES 2018A Section 4.02. Registration of Bonds in the Book-Entry System ...... 15 Section 4.03. Selection of Bonds for Redemption ...... 16 Section 4.04. Notice of Redemption ...... 17 Section 4.05. Partial Redemption of Bonds ...... 18 Section 4.06. Effect of Redemption ...... 18

Section 4.07. Purchase in Lieu of Redemption ...... 18

ARTICLE V. FUNDS AND ACCOUNTS ...... 18

Section 5.01. Establishment and Pledge of Indenture Fund ...... 18 Section 5.02. Bond Fund ...... 20 Section 5.03. Interest Account ...... 21 Section 5.04. Principal Account ...... 21 Section 5.05. Redemption Fund ...... 21

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Section 5.06. Payments by the Corporation; Allocation of Funds ...... 21 Section 8.07. Instructions ...... 40 Section 5.07. Investment of Moneys in Funds and Accounts Held by Bond Trustee ...... 22 Section 5.08. Amounts Remaining in Funds and Accounts ...... 24 ARTICLE IX. MODIFICATION OR AMENDMENT OF THE INDENTURE ...... 41 Section 5.09. Bond Trustee Direction Regarding the Series 2018A Obligation ...... 24 Section 9.01. Amendments Permitted ...... 41 ARTICLE VI. PARTICULAR COVENANTS; REPRESENTATIONS AND Section 9.02. Effect of Supplemental Indenture ...... 43 WARRANTIES ...... 24 Section 9.03. Endorsement of Bonds; Preparation of New Bonds ...... 43 Section 9.04. Amendment of Particular Bonds or Bonds of a Series ...... 43 Section 6.01. Punctual Payment ...... 24 Section 9.05. Opinion...... 43 Section 6.02. Compliance With Indenture ...... 24 Section 6.03. Against Encumbrances ...... 24 ARTICLE X. DEFEASANCE ...... 44 Section 6.04. Power to Issue Bonds and Make Pledge and Assignment ...... 24 Section 6.05. Accounting Records of the Bond Trustee and Financial Statements ...... 25 Section 10.01. Discharge of Indenture ...... 44 Section 6.06. Use of Proceeds ...... 25 Section 10.02. Discharge of Liability on Bonds ...... 44 Section 6.07. Continuing Disclosure ...... 25 Section 10.03. Deposit of Money or Securities With Bond Trustee ...... 45 Section 6.08. Representations and Warranties ...... 26 Section 10.04. Payment of Bonds After Discharge of Indenture ...... 45 Section 6.09. Limitations on Consolidated Bonds ...... 28 Section 6.10. The Series 2018A Obligation ...... 29 ARTICLE XI. MISCELLANEOUS ...... 46 Section 6.11. Replacement of the Series 2018A Obligation with Obligation Issued Under a Section 11.01. Successor Is Deemed Included in All References to Predecessor ...... 46 Separate Master Indenture ...... 29 Section 11.02. Limitation of Rights to Parties and Bondholders ...... 46 ARTICLE VII. EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS ...... 30 Section 11.03. Waiver of Notice ...... 46 Section 11.04. Destruction of Bonds ...... 46 Section 7.01. Events of Default ...... 30 Section 11.05. Severability of Invalid Provisions ...... 46 Section 7.02. Acceleration of Maturity ...... 31 Section 11.06. Notices ...... 46 Section 7.03. Rights as a Secured Party ...... 32 Section 11.07. Evidence of Rights of Bondholders ...... 48 Section 7.04. Application of Moneys Collected by the Bond Trustee ...... 32 Section 11.08. Disqualified Bonds ...... 48 Section 7.05. Bond Trustee to Represent Bondholders ...... 33 Section 11.09. Money Held for Particular Bonds ...... 48 Section 7.06. Bondholders' Direction of Proceedings ...... 33 Section 11.10. Funds and Accounts ...... 49 Section 7.07. Limitation on Bondholders' Right to Sue ...... 33 Section 11.11. Waiver of Personal Liability ...... 49 Section 7.08. Absolute Obligation of the Corporation ...... 34 Section 11.12. Business Days ...... 49 Section 7.09. Termination of Proceedings ...... 34 Section 11.13. Governing Law; Venue ...... 49 Section 7.10. Remedies Not Exclusive ...... 34 Section 11.14. Execution in Several Counterparts ...... 49 Section 7.11. Delay or Omission Not Waiver ...... 34 Section 11.15. CUSIP Numbers ...... 49 Section 7.12. Waiver of Past Defaults and Events of Default ...... 35 Section 11.16. Agreement Not for the Benefit of Other Parties ...... 50 Section 7.13. Undertaking for Costs ...... 35 Section 11.17. Entire Agreement ...... 50 Section 7.14. Notice of Default ...... 35 Section 11.18. ERISA Provisions ...... 50 Section 7.15. Bond Trustee May File Proofs of Claim ...... 35

ARTICLE VIII. THE Bond Trustee ...... 36 EXHIBIT A – Form of 2018A Taxable Bond Section 8.01. Duties, Immunities and Liabilities of Bond Trustee ...... 36 EXHIBIT B – ERISA Provisions Section 8.02. Liability of Bond Trustee ...... 38 Section 8.03. Right of Bond Trustee to Rely on Documents ...... 39 Section 8.04. Preservation and Inspection of Documents ...... 40 Section 8.05. Compensation and Indemnification ...... 40 Section 8.06. Notice to Rating Agency ...... 40

-ii- -iii- C-1 TRUST INDENTURE of the purchase and acceptance of the Bonds by the Holders (as defined herein) thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the Corporation and This TRUST INDENTURE (this "Indenture"), made and entered into as of April 1, 2018, the Bond Trustee have executed and delivered this Indenture; by and between INDIANA UNIVERSITY HEALTH, INC., an Indiana nonprofit corporation (the "Corporation"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a TO HAVE AND TO HOLD the same unto the Bond Trustee and its successors in trust national banking association duly organized under the laws of the United States of America, duly forever; qualified to accept and administer the trusts created hereby (the "Bond Trustee"); IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth for the benefit WITNESSETH: and security of those who shall hold or own the Bonds issued and to be issued hereunder, or any of them, without preference of any of the Bonds over any others thereof for any reason WHEREAS, the Corporation has duly authorized the issuance of the Indiana University whatsoever, except as otherwise provided herein; Health, Inc. Obligated Group Taxable Bonds, Series 2018A (the "2018A Taxable Bonds") for (i) financing general corporate purposes of the Corporation and its affiliates, (ii) refinancing certain IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the outstanding debt of the Corporation, (iii) financing the termination payments related to certain of parties hereto that all the Bonds to be issued hereunder are to be issued, authenticated and the Corporation's existing interest rate swap agreements, and (iv) paying expenses incurred in delivered, and that all property subject or to become subject hereto, is to be held and applied, connection with the issuance of the 2018A Taxable Bonds; upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Corporation, for itself and its successors, does hereby covenant and agree to and with the WHEREAS, the Corporation will receive the proceeds of the sale of the 2018A Taxable Bond Trustee and its successors in trust, for the benefit of all those who shall hold the Bonds, or Bonds pursuant to the terms of payment, use of proceeds and conditions as set forth in this any of them, as follows: Indenture and the obligation to make payments on the 2018A Taxable Bonds shall be secured in accordance with the provisions of this Indenture, the Master Indenture (as defined herein), the ARTICLE I. Series 2018A Supplemental Master Indenture (as defined herein); and the Series 2018A Note (as defined herein) issued by the Corporation, on behalf of itself and the other Obligated Group DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS Members in its capacity as Credit Group Representative, to evidence the obligation to make payments sufficient to pay the principal of, the Redemption Price (as defined herein) of, and Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in interest on the 2018A Taxable Bonds; this Section 1.01 shall, for all purposes of this Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings WHEREAS the 2018A Taxable Bonds will be payable solely from the revenues derived herein specified, to be equally applicable to both the singular and plural forms of any of the from the Series 2018A Obligation and otherwise as provided in this Indenture, and the Series terms herein defined. Any initially capitalized terms used herein and not otherwise expressly 2018A Obligation will be issued under the Master Indenture and delivered to the Bond Trustee defined shall have the meanings assigned such terms under the Master Indenture. pursuant to this Indenture, as hereinafter provided, as security for the 2018A Taxable Bonds; "2018A Taxable Bonds" means the Indiana University Health, Inc. Obligated Group WHEREAS, all things necessary to make the 2018A Taxable Bonds, when authenticated Taxable Bonds, Series 2018A authorized by, and at any time Outstanding pursuant to, this by the Bond Trustee and issued as provided in this Indenture, the valid, binding and legal Indenture. obligations of the Obligated Group Members according to the import thereof, have been done and performed; "Additional Bonds" means bonds issued under this Indenture subsequent to the initial issuance of 2018A Taxable Bonds which are consolidated with such bonds or which are issued WHEREAS, the Corporation may hereafter issue Additional Bonds (as defined herein) as a separate series. The Additional Bonds consolidated with the 2018A Taxable Bonds shall be pursuant to the terms of this Indenture (together with the 2018A Taxable Bonds, the "Bonds"); treated as a single series of 2018A Taxable Bonds for all purposes hereof. and "Authorized Denomination" means $1,000 or any integral multiple thereof. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal or Redemption Price of, and the interest on, all Bonds, including the "Authorized Representative" has the meaning assigned such term in the Master Indenture. 2018A Taxable Bonds, at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions "Beneficial Owner" means any Person which has or shares the power, directly or therein and herein set forth, and to declare the terms and conditions upon and subject to which indirectly, to make investment decisions concerning ownership of any of the Bonds (including the Bonds are to be issued and received, and for and in consideration of the premises and mutual any Person holding Bonds through nominees, depositories or other intermediaries) established to covenants herein contained, of the acceptance by the Bond Trustee of the trusts hereby created, the reasonable satisfaction of the Bond Trustee and the Corporation.

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"Bond Fund" means the fund by that name established pursuant to Section 5.02. "Electronic Means" means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, "Bond Trustee" means The Bank of New York Mellon Trust Company, N.A., a national passwords and/or authentication keys issued by the Bond Trustee, or another method or system banking association, or its successor or successors, as Bond Trustee hereunder as provided in specified by the Bond Trustee as available for use in connection with its services hereunder. Section 8.01. "Escrow Agreement" means the Escrow Deposit Agreement dated as of April 1, 2018, "Bonds" means bonds authorized by, and at any time Outstanding pursuant to, this between the Corporation and The Bank of New York Mellon Trust Company, N.A., as escrow Indenture, including the 2018A Taxable Bonds and any Additional Bonds. trustee and as bond trustee for the Prior Bonds.

"Book-Entry Form" or "Book-Entry System" means a form or system, as applicable, "Escrow Trustee" means The Bank of New York Mellon Trust Company, N.A., as under which physical bond certificates in fully registered form are registered only in the name of escrow trustee under the Escrow Agreement. a Securities Depository or its nominee as Bondholder, with the physical bond certificates held by and "immobilized" in the custody of the Securities Depository and the book-entry system "Event of Default" means any of the events specified in Section 7.01. maintained by and the responsibility of others than the Corporation or the Bond Trustee is the record that identifies and records the transfer of the interests of the owners of book-entry "Fitch" means Fitch, Inc., a corporation organized and existing under the laws of the interests in those Bonds. State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other "Business Day" means any day, other than a Saturday or Sunday, and other than a day on nationally recognized securities rating agency designated by the Corporation by notice in writing which the Bond Trustee or a Paying Agent (other than the Bond Trustee), as applicable, is to the Bond Trustee. required, or authorized or not prohibited, by law (including without limitation, executive orders) to close and is closed. "Holder" or "Bondholder," whenever used herein with respect to a Bond, means the Person in whose name such Bond is registered. "Calculation Agent" has the meaning assigned such term under Section 4.01. "Indenture" means this Trust Indenture, as originally executed or as it may from time to "Certificate," "Statement," "Request" and "Requisition" of the Corporation or the Credit time be supplemented, modified or amended by any Supplemental Indenture. Group Representative means, respectively, a written certificate, statement, request, requisition or order signed in the name of the Corporation or the Credit Group Representative by an "Indenture Fund" means the fund by that name established pursuant to Section 5.01 Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or "Interest Account" means the account by that name in the Bond Fund established representation, and the two or more so combined shall be read and construed as a single pursuant to Section 5.02. instrument. If and to the extent required by Section 1.02, each such instrument shall include the statements provided for in Section 1.02 "Interest Payment Date" means May 1 and November 1 of each year, commencing November 1, 2018, or, with respect to any Additional Bonds, such dates as shall be specified in "Code" means the Internal Revenue Code of 1986 or any successor statute thereto and the Supplemental Indenture authorizing their issuance. any regulations promulgated thereunder. "Investment Securities" means: (1) direct non-prepayable, noncallable obligations of the "Corporation" means Indiana University Health, Inc., an Indiana nonprofit corporation. United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or direct non-prepayable, "Credit Group Representative" means Indiana University Health, Inc. or such other noncallable obligations, the timely payment of the principal of and interest on which is fully person as shall be designated as such pursuant to the Master Indenture. guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause such as CATS, TIGRs, and Stripped Treasury "Default" means any event which after notice or lapse of time or both would become an Coupons rated or assessed in the highest Rating Categories by S&P and Moody's and held by a Event of Default. custodian for safekeeping on behalf of holders of such securities; (2) investment in money market mutual funds having a rating at time of investment in the two highest investment "Designated Office" means the designated office of the Bond Trustee listed in categories granted thereby from S&P or Moody's, including, without limitation any mutual fund Section 11.06 hereof, and such other offices as the Bond Trustee may designate from time to for which the Bond Trustee or an affiliate of the Bond Trustee serves as investment manager, time by written notice to the Corporation and the Holders. administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Bond Trustee or an affiliate of the Bond Trustee receives fees from funds for services

-3- -4- C-2 rendered, (ii) the Bond Trustee collects fees for services rendered pursuant to this Indenture, authenticated and delivered by the Bond Trustee under this Indenture, except (1) Bonds which fees are separate from the fees received from such funds, and (iii) services performed for theretofore cancelled by the Bond Trustee or surrendered to the Bond Trustee for cancellation; such funds and pursuant to this Indenture may at times duplicate those provided to such funds by (2) Bonds with respect to which all liability of the Corporation shall have been discharged in the Bond Trustee or an affiliate of the Bond Trustee; and (3) demand deposits, including interest accordance with Section 10.02, including Bonds (or portions of Bonds) referred to in bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank Section 11.08; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for deposits, interest-bearing deposits, and certificates of deposit or bankers acceptances of which other Bonds shall have been authenticated and delivered by the Bond Trustee pursuant to depository institutions, including the Bond Trustee or any of its affiliates, rated in the AA long- this Indenture. term ratings category or higher by S&P and Moody's or which are fully FDIC-insured. "Payment Date" means an Interest Payment Date or a Principal Payment Date. "Make-Whole Period" means the number of years, including any fractional portion thereof, calculated on the basis of a 360-day year consisting of twelve 30-day months, between "Person" means an individual, corporation, firm, association, partnership, trust, limited the redemption date and the remaining maturity of each Series 2018A Taxable Bond to be liability company or other legal entity or group of entities, including a governmental entity or redeemed. any agency or political subdivision thereof.

"Make-Whole Redemption Price" means the greater of (1) the principal amount of such "Principal Account" means the account by that name in the Bond Fund established 2018A Taxable Bonds being redeemed; or (2) the sum of the present values of the remaining pursuant to Section 5.02. scheduled payments of principal of and interest on such 2018A Taxable Bonds to be redeemed not including any portion of those payments of interest accrued and unpaid as of the date such "Principal Payment Date" means the date of final maturity of any 2018A Taxable Bonds 2018A Taxable Bonds are to be redeemed, discounted to the date of redemption of such 2018A as set forth in Section 2.02 hereof or, with respect to any Additional Bonds, the date or dates Taxable Bonds to be redeemed on a semiannual basis (assuming a 360-day year consisting of designated in the Supplemental Indenture authorizing the issuance of such any Additional Bonds. twelve 30-day months) at the Treasury Rate plus ___ basis points (and, with respect to any Additional Bonds, the Make-Whole Redemption Price set forth in the Supplemental Indenture "Prior Bonds" means a portion of the Indiana Finance Authority Hospital Revenue relating thereto). Bonds, Series 2011N (Indiana University Health Obligated Group) issued on December 7, 2011.

"Master Indenture" means the Amended and Restated Master Trust Indenture dated as of "Rating Agency" means Moody's, S&P and/or Fitch. April 1, 2018 (as supplemented and amended from time to time), between the Corporation and "Rating Category" means a generic securities rating category, without regard to any the Master Trustee. refinement or gradation of such rating category by a numerical modifier or otherwise. "Master Trustee" means The Bank of New York Mellon Trust Company, N.A., a national "Record Date" means the fifteenth (15th) day (whether or not a Business Day) of the banking association, as master trustee under the Master Indenture, its successors and assigns. month immediately preceding each Interest Payment Date. "Moody's" means Moody's Investors Service, a corporation organized and existing under "Redemption Fund" means the fund by that name established pursuant to Section 5.05. the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any "Redemption Price" has the meaning assigned such term under Section 4.01. other nationally recognized securities rating agency designated by the Corporation upon notice to the Bond Trustee. "Responsible Officer" means, with respect to the Bond Trustee, any officer or authorized representative in its Public Finance Group or similar group administering the trusts hereunder or "Obligated Group" or "Obligated Group Members" means, collectively, those entities any other officer of the Bond Trustee customarily performing functions similar to those identified as Obligated Group Members from time to time pursuant to the Master Indenture. performed by any of the above designated officers to whom a particular matter is referred by the Bond Trustee because of such officer's or authorized representative's knowledge of and "Offering Memorandum" means the final offering memorandum dated familiarity with the particular subject. April __, 2018, relating to the 2018A Taxable Bonds. "S&P" means S&P Global Ratings, a corporation organized and existing under the laws "Opinion of Counsel" means a written opinion of counsel (who may be counsel for the of the State of New York, its successors and their assigns, or, if such entity shall be dissolved or Corporation) not objected to by the Bond Trustee. liquidated or shall no longer perform the functions of a securities rating agency, any other "Outstanding" when used as of any particular time with reference to Bonds, means nationally recognized securities rating agency designated by the Corporation upon notice to the (subject to the provisions of Section 11.08) all Bonds theretofore, or thereupon being, Bond Trustee.

-5- -6-

"Securities Depository" means The Depository Trust Company and its successors and the subject matter referred to in the instrument to which his or her signature is affixed; and (4) a assigns, or any other securities depository selected as set forth in Section 2.10, which agrees to statement as to whether, in the opinion of such Person, such provision has been complied with. follow the procedures required to be followed by such securities depository in connection with the Bonds. Any such certificate made or given by an officer of the Corporation may be based, insofar as it relates to legal, accounting or management matters, upon a certificate or opinion of or "Series 2018A Obligation" means the Indiana University Health, Inc. Master Note representation by counsel, an accountant or a management consultant, unless such officer knows, Obligation, Series 2018A issued under the Master Indenture and Series 2018A Supplemental or in the exercise of reasonable care should have known, that the certificate, opinion or Master Indenture by the Credit Group Representative, for itself and on behalf of the Obligated representation with respect to the matters upon which such certificate or statement may be based, Group. as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel, an accountant or a management consultant may be based, insofar as it relates to factual matters "Series 2018A Supplemental Master Indenture" means the Series 2018A Supplemental (with respect to which information is in the possession of the Corporation) upon a certificate or Master Indenture, dated as of April 1, 2018, from the Credit Group Representative, for itself and opinion of or representation by an officer of the Corporation, unless such counsel, accountant or on behalf of the Obligated Group, to the Master Trustee, as the same may be amended or management consultant knows, or in the exercise of reasonable care should have known, that the supplemented. certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same "Special Record Date" means the date established by the Bond Trustee pursuant to officer of the Corporation, or the same counsel, accountant or management consultant, as the Section 2.02 as the record date for the payment of defaulted interest on the Bonds. case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, accountants or management consultants may "Supplemental Indenture" means any indenture hereafter duly authorized and entered into certify to different matters, respectively. between the Corporation or the Credit Group Representative and the Bond Trustee, authorizing the issuance of Additional Bonds or supplementing, modifying or amending this Indenture; but Section 1.03. Interpretation. only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. (A) Unless the context otherwise indicates, words expressed in the singular shall "Treasury Rate" means, with respect to any redemption date, the time-weighted include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for interpolated average yield for a term equal to the Make-Whole Period based on the yields of the convenience only and shall be deemed to mean and include the neuter, masculine or feminine two U.S. Treasury nominal securities at "constant maturity" (as compiled and published in the gender, as appropriate. most recent Federal Reserve Statistical Release H.15 (519) that is publicly available not less than two (2) Business Days (as defined below) nor more than 30 calendar days prior to the (B) Headings of articles and sections herein and the table of contents hereof are solely redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no for convenience of reference, do not constitute a part hereof and shall not affect the meaning, longer published, any publicly available source of similar market data reasonably selected by the construction or effect hereof. Calculation Agent)) maturing immediately preceding and succeeding the Make-Whole Period, or if the period from the redemption date to such maturity date is less than one year, the weekly (C) All references herein to "Articles," "Sections" and other subdivisions are to the average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one corresponding Articles, Sections or subdivisions of this Indenture; the words "herein," "hereof," year. The Treasury Rate will be determined by the Calculation Agent. "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. "Underwriters" means, when used with respect to the 2018A Taxable Bonds, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. ARTICLE II.

"Uniform Commercial Code" means the Uniform Commercial Code as in effect in the THE BONDS State of Indiana from time to time. Section 2.01. Authorization of Bonds. An issue of Bonds to be issued hereunder in Section 1.02. Content of Certificates. Every certificate provided for in this Indenture to order to obtain funds to carry out the purposes indicated herein for the benefit of the Corporation be given by or on behalf of the Corporation with respect to compliance with any provision hereof is hereby created. Such Bonds are designated as "Indiana University Health, Inc. Obligated shall include (1) a statement that the Person making or giving such certificate has read such Group Taxable Bonds, Series 2018A" and shall be issued in the initial aggregate principal provision and the definitions herein relating thereto; (2) a brief statement as to the nature and amount of $XXX. Nothing contained herein shall be deemed to preclude or restrict the scope of the examination or investigation upon which the certificate is based; (3) a statement consolidation of any Additional Bonds issued pursuant hereto with 2018A Taxable Bonds that, in the opinion of such Person, he or she has made or caused to be made such examination or theretofore issued or restrict the issuance of one or more series of Additional Bonds; provided, investigation as is necessary to enable him or her to express an informed opinion with respect to

-7- -8- C-3 however, that each of the conditions and other requirements contained herein for the (D) Any such interest not so punctually paid or duly provided for with respect to any authorization and issuance of Additional Bonds shall be met and complied with. The Additional 2018A Taxable Bond shall forthwith cease to be payable to the Bondholder on such Record Date Bonds consolidated with 2018A Taxable Bonds shall be treated as a single series of Bonds for all and shall be paid to the Person in whose name the 2018A Taxable Bond is registered at the close purposes hereof. The aggregate principal amount of Bonds that may be issued and Outstanding of business on a "Special Record Date" for the payment of such defaulted interest to be fixed by under this Indenture is not limited. This Indenture constitutes a continuing agreement with the the Bond Trustee, notice whereof to be given by first class mail to the Holders of such 2018A Holders from time to time of the Bonds to secure the full payment of the principal or Taxable Bonds not less than ten (10) days prior to such Special Record Date. Redemption Price of and interest on all such Bonds subject to the covenants, provisions and conditions contained herein and in the Bonds. (E) The 2018A Taxable Bonds shall be subject to redemption as provided in ARTICLE IV. Section 2.02. Terms of the 2018A Taxable Bonds. Section 2.03. Form of Bonds. The 2018A Taxable Bonds, and the Bond Trustee's (A) The 2018A Taxable Bonds shall be issued as fully registered Bonds in Authorized certificate of authentication and assignment to appear thereon, shall be in substantially the form Denominations. The 2018A Taxable Bonds shall be registered initially in the name of Cede & attached hereto as EXHIBIT A, with necessary or appropriate variations, omissions and Co., as nominee of the Securities Depository, and shall be evidenced by one 2018A Taxable insertions, as permitted or required by this Indenture. Bond in the principal amount of $XXX. Registered ownership of the 2018A Taxable Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 2.05. The Section 2.04. Execution of Bonds. The Bonds shall be executed in the name and on 2018A Taxable Bonds shall be dated as of the date of first authentication and delivery by the behalf of the Corporation with the manual or facsimile signature of Authorized Representatives. Bond Trustee and shall be numbered from R-1 upward. The 2018A Taxable Bonds shall mature The Bonds shall then be delivered to the Bond Trustee for authentication. In case any officer (subject to prior redemption) on November 1, 20__. who shall have signed any of the Bonds shall cease to be such officer of the Corporation before the Bonds so signed shall have been authenticated or delivered by the Bond Trustee or issued by (B) The principal or Redemption Price of the Bonds shall be payable by check or by the Obligated Group, such Bonds may nevertheless be authenticated, delivered and issued and, wire transfer of immediately available funds in lawful money of the United States of America at upon such authentication, delivery and issue, shall be as binding upon the Obligated Group as the corporate trust operations office of the Bond Trustee. though those who signed the same had continued to be such officer of the Corporation. In addition, any Bond may be signed by any Person who, on the actual date of execution of such Interest on the 2018A Taxable Bonds will accrue beginning on the date of issuance of the Bond, is an Authorized Representative, irrespective of whether such Person was an Authorized Bonds and will be payable on each Interest Payment Date. Payment of the interest on each Representative on the nominal date appearing on such Bond. Interest Payment Date shall be made to the Person whose name appears on the bond registration books of the Bond Trustee as the Holder thereof as of the close of business on the Record Date Only such of the Bonds as shall bear thereon a certificate of authentication substantially for each Interest Payment Date, such interest to be paid by check mailed by first class mail to in the form set forth in EXHIBIT A hereto, manually executed by an authorized signatory of the such Holder at its address as it appears on such registration books, or, upon the written request of Bond Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this any Holder of at least $1,000,000 in aggregate principal amount of 2018A Taxable Bonds, Indenture, and such certificate of the Bond Trustee shall be conclusive evidence that the Bonds submitted to the Bond Trustee at least one (1) Business Day prior to the Record Date, by wire so authenticated have been duly executed, authenticated and delivered hereunder and are entitled transfer in immediately available funds to an account within the United States designated by such to the benefits of this Indenture. Holder. Section 2.05. Transfer of Bonds. Any Bond may, in accordance with its terms and Notwithstanding the foregoing, as long as the Securities Depository is the Holder of all or subject to the limitations provided in Section 2.10, be transferred upon the books required to be part of the 2018A Taxable Bonds in Book-Entry Form, said principal or Redemption Price and kept pursuant to the provisions of Section 2.07 by the Person in whose name it is registered, in interest payments shall be made to the Securities Depository in accordance with the procedures person or by its duly authorized attorney, upon surrender of such Bond for cancellation, of such Securities Depository which as of the date of this Indenture are by wire transfer in accompanied by delivery of a written instrument of transfer, duly executed in a form approved immediately available funds. CUSIP number identification shall accompany all payments of by the Bond Trustee. principal or Redemption Price and interest, whether by check or by wire transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the Corporation shall (C) The 2018A Taxable Bonds shall bear interest from their dated date, at the rate of execute and the Bond Trustee shall authenticate and deliver a new Bond or Bonds of the same ____% per annum. Interest on the 2018A Taxable Bonds shall be calculated on the basis of a series, bearing interest at the same rate and maturing on the same date, for a like aggregate three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months. principal amount in Authorized Denominations. The Bond Trustee may require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and the Bond Trustee may also require the Bondholder requesting such

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transfer to pay a reasonable sum to cover any expenses incurred by the Corporation in and delivered to, or upon the order of, the Corporation. If any Bond shall be lost, destroyed or connection with such transfer. The Bond Trustee shall not be required to transfer (i) any Bond stolen, evidence of such loss, destruction or theft may be submitted to the Bond Trustee and, if during the fifteen (15) days next preceding the selection of Bonds of the same series for such evidence be satisfactory to it and indemnity satisfactory to the Bond Trustee and the redemption or (ii) any Bond called for redemption. Corporation shall be given, the Corporation, at the expense of the Holder, shall execute, and the Bond Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in Section 2.06. Exchange of Bonds. Bonds may be exchanged at the corporate trust substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or operations office of the Bond Trustee for a like aggregate principal amount of Bonds of the same shall be about to mature, instead of issuing a substitute Bond, the Bond Trustee may pay the series, bearing interest at the same rate and maturing on the same date of other Authorized same without surrender thereof). The Bond Trustee may require payment of a sum not Denominations. The Bond Trustee may require the Bondholder requesting such exchange to pay exceeding the actual cost of preparing each new Bond issued under this Section 2.09 and of the any tax or other governmental charge required to be paid with respect to such exchange, and the expenses which may be incurred by the Corporation and the Bond Trustee in complying with this Bond Trustee may also require the Bondholder requesting such exchange to pay a reasonable Section 2.09. Any Bond issued under the provisions of this Section 2.09 in lieu of any Bond sum to cover any expenses incurred by the Corporation in connection with such exchange. The alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation Bond Trustee shall not be required to exchange (i) any Bond during the fifteen (15) days next on the part of the Corporation whether or not the Bond so alleged to be lost, destroyed or stolen preceding the selection of Bonds of the same series for redemption or (ii) any Bond called for be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with redemption. all other Bonds secured by this Indenture.

Section 2.07. Bond Register. The Bond Trustee shall keep or cause to be kept sufficient Section 2.10. Use of Securities Depository. Notwithstanding any provision of this books for the registration and transfer of the Bonds, which shall at all times (during regular Indenture to the contrary: business hours at the location where such books are kept) be open to inspection by any Bondholder or the Corporation or their respective agents duly authorized in writing; and, upon (A) The 2018A Taxable Bonds shall be initially issued as provided in Section 2.02. presentation for such purpose, the Bond Trustee shall, under such reasonable regulations as it Registered ownership of the 2018A Taxable Bonds, or any Additional Bonds registered in the may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds name of the nominee of the Securities Depository, or any portion thereof, may not thereafter be as hereinbefore provided. transferred except:

Section 2.08. Temporary Bonds. The Bonds may be issued in temporary form (1) To any successor of the Securities Depository or its nominee, or to any exchangeable for definitive Bonds when ready for delivery. Any temporary Bond may be substitute depository designated pursuant to clause (2) of this subsection (A) ("substitute printed, lithographed or typewritten, shall be of such Authorized Denomination as may be depository"); provided that any successor of the Securities Depository or substitute determined by the Corporation, shall be in fully registered form without coupons and may depository shall be qualified under any applicable laws to provide the service proposed to contain such reference to any of the provisions of this Indenture as may be appropriate. A be provided by it; temporary Bond may be in the form of a single fully registered Bond payable in installments, each on the date, in the amount and at the rate of interest established for the Bonds. Every (2) To any substitute depository designated by the Corporation and not temporary Bond shall be executed by an Authorized Representative and be authenticated by the objected to by the Bond Trustee, upon (i) the resignation of the Securities Depository or Bond Trustee upon the same conditions and in substantially the same manner as the definitive its successor (or any substitute depository or its successor) from its functions as Bonds. If the Corporation issues temporary Bonds it will issue definitive Bonds as promptly depository or (ii) a determination by the Corporation that the Securities Depository or its thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for successor (or any substitute depository or its successor) is no longer able to carry out its cancellation, in exchange therefor at the corporate trust operations office of the Bond Trustee, functions as depository; provided that any such substitute depository shall be qualified and the Bond Trustee shall authenticate and deliver in exchange for such temporary Bonds an under any applicable laws to provide the services proposed to be provided by it; or equal aggregate principal amount of definitive Bonds of the same series, bearing interest at the same rate and maturing on the same date, in Authorized Denominations. Until so exchanged, the (3) To any Person as provided below, upon (i) the resignation of the Securities temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds Depository or its successor (or substitute depository or its successor) from its functions as authenticated and delivered hereunder. depository; provided that no substitute depository which is not objected to by the Bond Trustee can be obtained or (ii) a determination by the Corporation that it is in its best Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become interests to remove the Securities Depository or its successor (or any substitute depository mutilated, the Corporation, at the expense of the Holder of said Bond, shall execute, and the or its successor) from its functions as depository. Bond Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Bond Trustee of the Bond (B) In the case of any transfer pursuant to clause (1) or clause (2) of subsection (A), so mutilated. Every mutilated Bond so surrendered to the Bond Trustee shall be cancelled by it upon receipt of the Outstanding Bonds by the Bond Trustee, together with a Certificate of the

-11- -12- C-4 Corporation to the Bond Trustee, new Bonds for each maturity shall be executed and delivered in (E) Directions for the application of the proceeds of the Additional Bonds; the principal amount of the Bonds of such maturity, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such (F) Delivery of an Obligation under the Master Indenture to evidence such Bonds; Certificate of the Corporation. In the case of any transfer pursuant to clause (3) of subsection and (A), upon receipt of the Outstanding Bonds by the Bond Trustee together with a Certificate of the Corporation to the Bond Trustee, new Bonds shall be executed and delivered in such (G) Such other provisions as the Corporation or the Credit Group Representative denominations and registered in the names of such persons as are requested in such a Certificate deems advisable. of the Corporation, subject to the limitations of Section 2.02, provided the Bond Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of ARTICLE III. receipt of such a Certificate of the Corporation. ISSUANCE OF BONDS; APPLICATION OF PROCEEDS (C) In the case of partial redemption or an advance refunding of the Bonds evidencing all or a portion of the principal amount Outstanding, the Securities Depository shall make an Section 3.01. Issuance of Bonds. At any time after the execution of this Indenture, the appropriate notation on the Bonds indicating the date and amounts of such reduction in principal, Corporation may execute and the Bond Trustee shall authenticate and, upon Request of the in form acceptable to the Bond Trustee. Corporation, deliver the 2018A Taxable Bonds.

(D) The Corporation and the Bond Trustee shall be entitled to treat the Person in Section 3.02. Application of Proceeds of Bonds. The proceeds from the sale of the whose name any Bond is registered as the Bondholder thereof for all purposes of the Indenture 2018A Taxable Bonds (net of underwriter's discount) shall be transferred in accordance with the and any applicable laws, notwithstanding any notice to the contrary received by the Corporation closing memorandum delivered on the issue date as follows: (i) $______shall be deposited with or the Bond Trustee. the Escrow Trustee under the Escrow Agreement, (ii) $______shall be deposited in the Project Fund for the Bond Trustee to transfer in accordance with the closing memorandum and (iii) the (E) So long as the Outstanding Bonds are registered in the name of the Cede & Co. or remainder shall be transferred to the Corporation. The proceeds of any Additional Bonds shall its registered assign, the Corporation and the Bond Trustee shall cooperate with Cede & Co., as be applied in accordance with the Supplemental Indenture authorizing the issuance thereof. At sole registered Bondholder, and its registered assigns, in effecting payment of the principal or the option of the Corporation, any balance in the Project Fund after the payments made in Redemption Price of and interest on the Bonds by arranging for payment in such manner that accordance with the closing memorandum may be transferred to the Bond Trustee for deposit in funds for such payments are properly identified and are made immediately available on the date the Indenture Fund and the Project Fund shall be closed if directed by the Corporation. they are due, all in accordance with the letter of representations of the Corporation or the Credit Group Representative to the Securities Depository or as otherwise agreed by the Bond Trustee Section 3.03. Issuance of Series 2018A Obligation. In connection with the issuance of and the Securities Depository. the 2018A Taxable Bonds, the Credit Group Representative shall issue and deliver the Series 2018A Obligation to the Bond Trustee to secure the 2018A Taxable Bonds. Section 2.11. Additional Bonds. Additional Bonds shall be authorized by a Supplemental Indenture. The Additional Bonds so authorized from time to time and in such Section 3.04. Validity of Bonds. The recital contained in Bonds duly authenticated in amounts as directed by the Corporation or the Credit Group Representative, shall be accordance with this Indenture that such Bonds are issued pursuant to the Indenture shall be authenticated by the Bond Trustee and shall be delivered to or upon the order of the Corporation conclusive evidence of their validity and of compliance with the provisions of the Indenture in or the Credit Group Representative upon receipt of the consideration therefor. Each their issuance. Supplemental Indenture authorizing the issuance of Bonds shall specify the following: ARTICLE IV. (A) The authorized principal amount of Additional Bonds to be issued; REDEMPTION OF BONDS (B) The purpose for which the Additional Bonds are to be issued; Section 4.01. Terms of Redemption. The 2018A Taxable Bonds are subject to (C) To the extent such Additional Bonds are consolidated with the 2018A Taxable redemption prior to their stated maturity, upon written direction of the Credit Group Bonds, the first Interest Payment Date for the Additional Bonds; Representative to the Bond Trustee at least 45 days prior to the redemption date or such shorter period as shall be acceptable to the Bond Trustee, as a whole or from time to time in part on any (D) For Additional Bonds which are not consolidated with the 2018A Taxable Bonds, Business Day (i) prior to May 1, 20__ at a redemption price equal to the Make-Whole the Interest Payment Dates (including the first Interest Payment Date), Principal Payment Dates, Redemption Price, and (ii) on or after May 1, 20__, at a redemption price equal to 100% of the the redemption provisions and the Maturity Dates for the Additional Bonds; aggregate principal amount of such 2018A Taxable Bonds to be redeemed (each, as applicable, the "Redemption Price"), in each case, together with the interest, if any, accrued thereon from the

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most recent Interest Payment Date to which interest has been duly paid or provided for to the Person other than the Securities Depository shall receive an authenticated Bond evidencing the date fixed for redemption. obligation of the Corporation to make payments of principal or Redemption Price of and interest pursuant to this Indenture. Upon delivery by the Securities Depository to the Bond Trustee of Additional Bonds shall be subject to such redemption provisions as are set forth in the written notice to the effect that the Securities Depository has determined to substitute a new Supplemental Indenture authorizing the issuance thereof. nominee in place of Cede & Co., the words "Cede & Co." in this Indenture shall refer to such new nominee of the Securities Depository. The Make-Whole Redemption Price of any Series 2018A Bond to be redeemed will be calculated by an independent accounting firm, investment banking firm or financial advisor (the (C) In the event the Corporation determines that it is in the best interests of the "Calculation Agent") retained by the Credit Group Representative at the Credit Group Beneficial Owners that they be able to obtain Bond certificates, the Corporation may so notify Representative's expense. The Bond Trustee and the Credit Group Representative may rely on the Securities Depository and the Bond Trustee, whereupon the Securities Depository will notify the Calculation Agent's determination of the Make-Whole Redemption Price and will not be the Participants of the availability through the Securities Depository of Bond certificates. In liable for such reliance. The Credit Group Representative shall confirm and transmit the Make- such event, the Bond Trustee shall issue, transfer and exchange Bond certificates as requested by Whole Redemption Price as so calculated on such dates and to such parties as shall be necessary the Securities Depository in appropriate amounts and in Authorized Denominations. Whenever to effectuate such redemption. the Securities Depository requests the Corporation and the Bond Trustee to do so, the Bond Trustee and the Corporation will cooperate with the Securities Depository in taking appropriate Notwithstanding the giving of notice of the redemption of Outstanding Bonds, no such action after reasonable notice to make available Bonds registered in whatever name or names the Bonds shall be redeemed unless there shall be on deposit with the Bond Trustee on the Beneficial Owners transferring or exchanging Bonds shall designate. redemption date and available for the payment of the Redemption Price of such Bonds an amount sufficient to redeem at the Redemption Price all of the Bonds the Corporation has so (D) Notwithstanding any other provision of this Indenture to the contrary, so long as elected to redeem. any Bond is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal or Redemption Price of and interest on such Bond and all Section 4.02. Registration of Bonds in the Book-Entry System. notices with respect to such Bond shall be made and given, respectively, to the Securities Depository as provided in a representation letter to the Securities Depository, which is on file (A) The provisions of this section shall apply with respect to any Bond registered to with the Corporation. Cede & Co. or any other nominee of the Securities Depository while the Book-Entry System is in effect. (E) Notwithstanding any provision in ARTICLE IV to the contrary, so long as all of the Bonds Outstanding are held in the Book-Entry System, if less than all of such Bonds are to (B) On the date of original delivery thereof, the Bonds shall be registered in the be redeemed upon any redemption of Bonds hereunder, the particular Bonds or portions of registry books of the Bond Trustee in the name of Cede & Co., as nominee of the Securities Bonds to be redeemed shall be selected by the Securities Depository in such manner as the Depository as agent for the Corporation in maintaining the Book-Entry System. With respect to Securities Depository may determine. Bonds registered in the registry books kept by the Bond Trustee in the name of Cede & Co., as nominee of the Securities Depository, the Corporation, the Obligated Group Members and the Section 4.03. Selection of Bonds for Redemption. Bond Trustee shall have no responsibility or obligation to any Participant (which means securities brokers and dealers, banks, trust companies, clearing corporations and various other (A) If (i) the Bonds are registered in book-entry only form and so long as the entities, some of whom or their representatives own the Securities Depository) or to any Securities Depository or its nominee is the sole registered owner of the Bonds and (ii) less than Beneficial Owner (which means, when used with reference to the Book-Entry System, the all of the Bonds of a maturity are called for redemption, the particular Bonds or portions thereof Person who is considered the beneficial owner of the Bonds pursuant to the arrangements for to be redeemed shall be selected on a pro rata pass-through distribution of principal basis in book entry determination of ownership applicable to the Securities Depository) with respect to accordance with procedures of the Securities Depository, provided that the selection for the following: (1) the accuracy of the records of the Securities Depository, Cede & Co. or any redemption of such Bonds shall be made in accordance with the operational arrangements of the Participant with respect to any ownership interest in the Bonds, (2) the delivery to any Securities Depository then in effect, and, if the Securities Depository's operational arrangements Participant, any Beneficial Owner or any other Person, other than the Securities Depository, of at such time do not allow for redemption on a pro rata pass-through distribution of principal any notice with respect to the Bonds, including any notice of redemption, or (3) the payment to basis, the Bonds shall be selected for redemption, in accordance with Securities Depository any Participant, any Beneficial Owner or any other Person, other than the Securities Depository, procedures, by lot or in such other manner as in accordance with the applicable arrangements of of any amount with respect to the principal or Redemption Price of and interest on the Bonds the Securities Depository. only to or upon the order of the Securities Depository, and all such payments shall be valid and effective fully to satisfy and discharge the Corporation's obligations with respect to the principal (B) If (i) the Securities Depository or its nominee is no longer the sole registered or Redemption Price of and interest on the Bonds to the extent of the sum or sums so paid. No owner of the Bonds and (ii) less than all of the Bonds of a maturity are called for redemption, the

-15- -16- C-5 particular Bonds or portions thereof to be redeemed shall be selected on a pro rata pass-through as soon thereafter as practicable, in the same manner, to the same Persons, as notice of such distribution of principal basis in accordance with procedures of the Bond Trustee, provided that redemption was given pursuant to this Section 4.04. Additionally, any conditional notice given the selection for redemption of such Bonds shall be made in accordance with the operational pursuant to this Section 4.04(D) may be rescinded by written notice given to the Bond Trustee by arrangements of the Bond Trustee then in effect, and, if the Bond Trustee's operational the Corporation or the Credit Group Representative no later than five (5) Business Days prior to arrangements at such time do not allow for redemption on a pro rata pass-through distribution of the date specified for redemption. The Bond Trustee shall give notice of such rescission, as soon principal basis, the Bonds shall be selected for redemption, in accordance with Bond Trustee thereafter as practicable, in the same manner, to the same Persons, as notice of such redemption procedures, by lot or in such other manner as in accordance with the applicable arrangements of was given pursuant to this Section 4.04. Failure to satisfy any such condition to the redemption the Bond Trustee. Neither the Credit Group Representative nor the Bond Trustee shall have any of Bonds shall not constitute an Event of Default hereunder. responsibility for ensuring that the Bonds are called for redemption on a pro-rata basis. Section 4.05. Partial Redemption of Bonds. Subject to Section 2.10(C), upon surrender Section 4.04. Notice of Redemption. of any Bond redeemed in part only, the Corporation shall execute (but need not prepare) and the Bond Trustee shall prepare or cause to be prepared, authenticate and deliver to the Holder (A) Notice of direction to redeem bonds shall be mailed by the Corporation to the thereof, at the expense of the Corporation, a new Bond or Bonds of the same series, bearing Bond Trustee by first class mail, at least forty-five (45) days prior to the redemption date, or such interest at the same rate and maturing on the same date of Authorized Denominations, equal in fewer days as may be agreed to between the Corporation and the Bond Trustee. Notice of aggregate principal amount to the unredeemed portion of the Bond surrendered. redemption shall be mailed by the Bond Trustee by first class mail, not less than twenty (20) days, nor more than forty-five (45) days prior to the redemption date, to the respective Holders of Section 4.06. Effect of Redemption. any Bonds designated for redemption at their addresses appearing on the bond registration books of the Bond Trustee. If the Bonds are no longer held by the Securities Depository or its (A) Notice of redemption having been duly given as aforesaid, and moneys for successor or substitute, the Bond Trustee shall also give notice of redemption by overnight mail payment of the Redemption Price of, together with interest accrued to the date fixed for to such securities depositories and/or securities information services as shall be designated in a redemption on, the Bonds (or portion thereof) so called for redemption being held by the Bond Certificate of the Corporation. Each notice of redemption shall state the date of such notice, the Trustee, on the date fixed for redemption designated in such notice, the Bonds (or portion date of issue of the Bonds, the series, the redemption date, the method of calculating the Make- thereof) so called for redemption shall become due and payable at the Redemption Price Whole Redemption Price, if applicable, the interest rate, the place or places of redemption specified in such notice and interest accrued thereon to the date fixed for redemption, interest on (including the name and appropriate address or addresses of the Bond Trustee), the maturity the Bonds so called for redemption shall cease to accrue, said Bonds (or portion thereof) shall (including CUSIP number, if any), and, in the case of Bonds to be redeemed in part only, the cease to be entitled to any benefit or security under this Indenture, and the Holders of said Bonds portion of the principal amount thereof to be redeemed. Each such notice shall also state that on shall have no rights in respect thereof except to receive payment of said Redemption Price and said date there will become due and payable on each of said Bonds the Redemption Price thereof accrued interest to the date fixed for redemption from funds held by the Bond Trustee for such or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed payment. in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such (B) All Bonds redeemed pursuant to the provisions of this ARTICLE IV shall be Bonds be then surrendered. cancelled by the Bond Trustee upon surrender thereof and delivered to, or upon the order of, the Corporation. (B) Notice of redemption of Bonds shall be given by the Bond Trustee, at the expense of the Corporation. Section 4.07. Purchase in Lieu of Redemption.

(C) Failure by the Bond Trustee to give notice pursuant to this Section 4.04 to any one The Bonds are subject to purchase in lieu of redemption by the Bond Trustee at the or more of the securities information services or depositories designated by the Corporation, or direction of the Corporation or the Credit Group Representative prior to maturity on the same the insufficiency of any such notice shall not affect the sufficiency of the proceedings for terms that would apply to the Bonds if the Bonds were then being optionally redeemed. redemption. Failure by the Bond Trustee to mail notice of redemption pursuant to this Section 4.04 to any one or more of the respective Holders of any Bonds designated for ARTICLE V. redemption shall not affect the sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed. FUNDS AND ACCOUNTS

(D) The Corporation or the Credit Group Representative may instruct the Bond Section 5.01. Establishment and Pledge of Indenture Fund. Trustee to provide conditional notice of redemption, which may be conditioned upon the receipt (A) The Bond Trustee hereby establishes for the sole benefit of the Bondholders, a of moneys or any other event. If such conditions are not met, the Bond Trustee shall give notice, master fund referred to herein as the "Indenture Fund" containing the Bond Fund, the Project

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Fund and the Redemption Fund and each of the accounts contained therein. The Indenture Fund and/or the amounts on deposit therein and as provided in ARTICLE VI. No recourse for the and each of the funds and accounts in the Indenture Fund shall be identified on the books of the payment of the principal or Redemption Price of or interest on any Bond, or for any claim based Bond Trustee with reference hereto and shall be maintained by the Bond Trustee and held in trust thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant apart from all other moneys and securities held under this Indenture or otherwise, and the Bond or agreement of the Corporation in this Indenture or in any Supplemental Indenture or in any Trustee shall have the exclusive and sole right of withdrawal therefrom in accordance with the Bond, or because of the creation of any indebtedness represented thereby, shall be had against terms of this Indenture. All amounts deposited with the Bond Trustee pursuant to this Indenture any employee, agent, or officer, as such, past, present or future, of the Corporation or of any shall be held, disbursed, allocated and applied by the Bond Trustee only as provided in this successor entity or any other Obligated Group Member, either directly or through any successor Indenture. On the date of delivery of each series of Bonds, the proceeds thereof shall be applied entity, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any as set forth in the closing memorandum instructions of the Corporation. assessment or penalty or otherwise, it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this (B) Subject only to the provisions of this Indenture permitting or requiring the Indenture and the issue of the Bonds. application thereof for the purposes and on the terms and conditions set forth herein, the Indenture Fund and all amounts held therein are hereby pledged, assigned and transferred by the (D) No officer or agent of the Corporation, nor any Person executing the Bonds, shall Corporation to the Bond Trustee for the benefit of the Bondholders to secure the full payment of in any event be subject to any personal liability or accountability by reason of the issuance of the the principal or Redemption Price of and interest on the Bonds in accordance with their terms Bonds. and the provisions of this Indenture. The Corporation hereby grants to the Bond Trustee a security interest in the Indenture Fund, and acknowledges and agrees that the Indenture Fund and (E) The Bond Trustee may create one or more accounts and sub-accounts within the all amounts on deposit therein shall constitute collateral security to secure the full payment of the funds and accounts created pursuant to this ARTICLE V, as the Corporation or the Credit Group principal or Redemption Price of and interest on the Bonds in accordance with their terms and Representative shall direct in writing or pursuant to a Supplemental Indenture. the provisions of this Indenture. For purposes of creating, perfecting and maintaining the security interest of the Bond Trustee on behalf of the Bondholders in and to the Indenture Fund Section 5.02. Bond Fund. and all amounts on deposit therein, the parties hereto agree as follows: (A) Upon the receipt thereof, the Bond Trustee shall deposit all payments received (1) this Indenture shall constitute a "security agreement" for purposes of the from the Corporation (other than amounts which are to be applied pursuant to Section 5.05 or Uniform Commercial Code; income or profit from investments which are to be applied pursuant to Section 5.07), and, if a deficiency exists with respect to the Bonds after the application of payments pursuant to Section (2) the Bond Trustee shall maintain on its books records reflecting the 5.06 hereof, any payment received under the Series 2018A Obligation, in a special fund interest, as set forth in this Indenture, of the Bondholders in the Indenture Fund and/or the designated the "Bond Fund" which the Bond Trustee shall establish and maintain and hold in amounts on deposit therein; trust and which shall be disbursed and applied only as authorized in this ARTICLE V.

(3) the Indenture Fund and the amounts on deposit therein and any proceeds (B) At the times specified below, the Bond Trustee shall allocate within the Bond thereof shall be held by the Bond Trustee acting in its capacity as an agent of the Fund in the following order of priority the following amounts to the following accounts or funds, Bondholders, and the holding of such items by the Bond Trustee (including the transfer each of which the Bond Trustee shall establish and maintain and hold in trust and each of which of any items among the funds and accounts in the Indenture Fund) is deemed possession shall be disbursed and applied only as hereinafter authorized: of such items on behalf of the Bondholders; and (1) On each Interest Payment Date, the Bond Trustee shall deposit in the (4) notwithstanding anything to the contrary contained herein, the Bond "Interest Account" of the Bond Fund the aggregate amount of interest becoming due and Trustee shall not be responsible for any initial or continuation filings of any financing payable on such Interest Payment Date on all Bonds then Outstanding, until the balance statements or the information contained therein (including the exhibits thereto), the in said account is equal to said aggregate amount of interest; and perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the (2) On each Principal Payment Date, the Bond Trustee shall deposit in the initial or continuation filings required by any amendments to Article 9 of the Uniform "Principal Account" of the Bond Fund the aggregate amount of principal becoming due Commercial Code. and payable on such Principal Payment Date, until the balance in said account is equal to said aggregate amount of such principal. (C) Nothing in this Indenture or in the Bonds, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or otherwise in (C) At least six (6) but not more than twenty (20) Business Days before each Interest the assets of any Member of the Obligated Group other than in any interest in the Indenture Fund Payment Date, the Bond Trustee shall determine the amount, if any, credited or to be credited to the Bond Fund during the period from the day after the last Interest Payment Date to the next

-19- -20- C-6 succeeding Interest Payment Date from any source. The Bond Trustee shall give notice to the equal to the amount payable on such Payment Date as principal of and interest on the Bonds, less Corporation of such amount and the amount due, which notice shall be mailed or sent by the amounts, if any, in the Bond Fund and available therefor. Such payments shall be made in facsimile transmission so that the Corporation will receive such notice by the second Business federal funds or other funds immediately available at the Designated Office of the Bond Trustee Day before such next succeeding Interest Payment Date. and shall be promptly deposited by the Bond Trustee upon receipt thereof in the Bond Fund.

(D) The Corporation may at any time surrender to the Bond Trustee for cancellation Each payment made pursuant to this subsection (A), together with available amounts, if by it any Bonds that the Corporation may have acquired in any manner whatsoever, and such any, in the Bond Fund, shall at all times be sufficient to pay the total amount of interest and Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. All Bonds principal (whether at maturity or upon acceleration) becoming due and payable on the Bonds on after such surrender and cancellation shall be destroyed by the Bond Trustee. such Payment Date. If on any Payment Date the amounts held by the Bond Trustee in the accounts within the Bond Fund are insufficient to make any required payments of principal of Section 5.03. Interest Account. All amounts in the Interest Account of the Bond Fund (whether at maturity or upon acceleration) and interest on the Bonds as such payments become shall be used and withdrawn by the Bond Trustee solely for the purpose of paying interest on the due, the Corporation shall forthwith pay such deficiency to the Bond Trustee. Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to this Indenture). (B) The obligations of the Corporation to make the payments required by subsection (A) hereof and to perform and observe the other agreements on its part contained herein shall be Section 5.04. Principal Account. All amounts in the Principal Account of the Bond a general obligation of the Corporation, absolute and unconditional, irrespective of any defense Fund shall be used and withdrawn by the Bond Trustee solely to pay at maturity the Bonds. or any rights of setoff, recoupment or counterclaim it might otherwise have against the Bond Trustee, and during the term of this Indenture, the Corporation shall pay all payments required to Section 5.05. Redemption Fund. be made under subsection (A) (which payments shall be in addition to any other obligations of the Corporation) as prescribed therein and all other payments required hereunder, free of any (A) Upon the receipt thereof, the Bond Trustee shall deposit the following amounts in deductions and without abatement, diminution or setoff. Until such time as the principal of and a special fund designated the "Redemption Fund" which the Bond Trustee shall establish and interest on the Bonds shall have been fully paid, or provision for the payment thereof shall have maintain and hold in trust: been made as required by this Indenture, the Corporation (i) will not suspend or discontinue any payments provided for in subsection (A) hereof; (ii) will perform and observe all of its other (1) all moneys deposited by the Corporation with the Bond Trustee directed to covenants contained in this Indenture; and (iii) except as provided in ARTICLE IV or be deposited in the Redemption Fund; and ARTICLE X hereof, will not terminate this Indenture for any cause, including, without (2) all interest, profits and other income received from the investment of limitation, the occurrence of any act or circumstances that may constitute failure of moneys in the Redemption Fund. consideration, destruction of or damage to all or a portion of the projects financed with the proceeds of the Bonds, commercial frustration of purpose, any change in the tax or other laws of (B) All amounts deposited in the Redemption Fund shall be used and withdrawn by the United States of America or of any State or any political subdivision thereof, or any failure of the Bond Trustee solely for the purpose of redeeming Bonds, in the manner and upon the terms the Bond Trustee to perform and observe any covenant, whether express or implied, or any duty, and conditions specified in Section 4.01, at the date of redemption for which notice has been liability or obligation arising out of or connected with this Indenture, except to the extent given; provided that, at any time prior to the selection of Bonds for such redemption, the Bond permitted by this Indenture. Trustee shall, upon direction of the Corporation or the Credit Group Representative, apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices Section 5.07. Investment of Moneys in Funds and Accounts Held by Bond Trustee. (including brokerage and other charges, but excluding accrued interest, which is payable from (A) Moneys held in the Indenture Fund shall be invested and reinvested by the Bond the Interest Account) as the Corporation or the Credit Group Representative may direct, except Trustee, upon written direction of the Corporation or the Credit Group Representative, solely in that the purchase price (exclusive of accrued interest) may not exceed the Redemption Price then Investment Securities. Investment Securities shall be purchased at such prices as the Corporation applicable to such Bonds; and provided, further, that in lieu of redemption at such date of or the Credit Group Representative may direct. All Investment Securities shall be acquired redemption, or in combination therewith, amounts in such fund may be transferred to the subject to the limitations as to maturities hereinafter in this Section 5.07 set forth and such Principal Account as set forth in a Request of the Corporation.. additional limitations or requirements consistent with the foregoing as may be established by Section 5.06. Payments by the Corporation; Allocation of Funds. Request of the Corporation or the Credit Group Representative. No Request of the Corporation or the Credit Group Representative shall impose any duty on the Bond Trustee inconsistent with (A) On or before 11:00 a.m. New York time on each Payment Date, until the principal its responsibilities hereunder. In the absence of directions from the Corporation or the Credit of and interest on the Bonds shall have been fully paid or provision for such payment shall have Group Representative, the amounts in the Indenture Fund shall be held by the Bond Trustee been made as provided in this Indenture, the Corporation shall pay to the Bond Trustee a sum uninvested. The Bond Trustee may conclusively rely upon the Corporation's or the Credit Group

-21- -22-

Representative's written instructions as to both the suitability and legality of the directed Section 5.08. Amounts Remaining in Funds and Accounts. When there are no longer investments. Ratings of Investment Securities shall be determined at the time of purchase of any Bonds Outstanding, all reasonable fees, charges and expenses of the Bond Trustee, including such Investment Securities and without regard to ratings subcategories. The Bond Trustee may reasonable fees and expenses of outside counsel to the Bond Trustee, have been paid or provided make any and all such investments through its own investment department or that of its affiliates for and this Indenture has been discharged and satisfied, the Bond Trustee shall pay any amounts or subsidiaries, and may charge its ordinary and customary fees for such trades, including remaining in any of the funds or accounts created under this Indenture to the Corporation on the investment maintenance fees. date of discharge and satisfaction.

(B) Moneys in such funds and accounts shall be invested in Investment Securities Section 5.09. Bond Trustee Direction Regarding the Series 2018A Obligation. Upon a maturing not later than the date on which it is estimated that such moneys will be required for the deficiency in the payments for the Bonds received from the Corporation pursuant to the purposes specified in this Indenture. provisions Section 5.06 hereof, the Bond Trustee is directed to (i) request payment of the amount of such deficiency pursuant to the Series 2018A Obligation and Series 2018A Supplemental (C) All interest, profits and other income received from the investment of moneys in Master Indenture, and (ii) deposit the amount of such payments into the Bond Fund. the Redemption Fund shall be deposited when received in the Redemption Fund. All interest, profits and other income received from the investment of moneys in the Bond Fund shall be ARTICLE VI. deposited when received in the Bond Fund. PARTICULAR COVENANTS; REPRESENTATIONS AND WARRANTIES (D) Investment Securities acquired as an investment of moneys in any fund or account established under this Indenture shall be credited to such fund or account. Registrable Section 6.01. Punctual Payment. The Corporation shall punctually pay the principal or Investment Securities held by the Bond Trustee shall be registered in the name of the Bond Redemption Price and interest to become due in respect of all the Bonds, in strict conformity Trustee. In making any valuations of investments hereunder, the Bond Trustee may utilize and with the terms of the Bonds and of this Indenture, according to the true intent and meaning rely on computerized securities pricing services that are available to it, including those available thereof. When and as paid in full, all Bonds shall be delivered to the Bond Trustee and shall through its regular accounting system. forthwith be cancelled by the Bond Trustee and delivered to, or upon the order of, the Corporation. (E) The Bond Trustee may commingle any of the funds or accounts established pursuant to this Indenture into a separate fund or funds for investment purposes only, provided Section 6.02. Compliance With Indenture. The Corporation covenants not to issue, or that all funds or accounts held by the Bond Trustee hereunder shall be accounted for separately permit to be issued, any Additional Bonds in any manner other than in accordance with the as required by this Indenture. The Bond Trustee or its affiliates may act as sponsor, depository, provisions of this Indenture, and shall not suffer or permit any Event of Default (within its power advisor, principal or agent in the making or disposing of any investment. The Bond Trustee is to prevent) to occur under this Indenture, but shall faithfully observe and perform all the hereby authorized, in making or disposing of any investment permitted by this Section 5.07, to covenants, conditions and requirements of this Indenture. Nothing herein shall limit the ability deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or of the Corporation or any other Member of the Obligated Group to incur indebtedness or other such affiliate is acting as an agent of the Bond Trustee or for any third person or dealing as obligations. principal for its own account. The Bond Trustee may sell at the best price reasonably obtainable by it, or present for redemption, any Investment Securities so purchased whenever it shall be Section 6.03. Against Encumbrances. The Corporation shall not create or suffer to be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement created any pledge, lien, charge or other encumbrance upon all or any part of the Indenture Fund from the fund or account to which such Investment Security is credited, and, subject to the or any of the amounts held therein pledged or assigned under this Indenture while any of the provisions of Section 8.02, the Bond Trustee shall not be liable or responsible for any loss Bonds are Outstanding, except the pledge and assignment created by this Indenture and any resulting from any investment made in accordance with provisions of this Section 5.07. The statutory liens or other liens arising by operation of law. The Corporation will assist, at its own Bond Trustee shall not be responsible for any tax, fee or other charge in connection with any cost and expense, the Bond Trustee in contesting any pledge, lien, charge or other encumbrance investment, reinvestment or the liquidation thereof. that does not comply with the provisions of this Section 6.03.

(F) The parties hereto acknowledge that to the extent regulations of the Comptroller Section 6.04. Power to Issue Bonds and Make Pledge and Assignment. The Corporation of the Currency or other applicable regulatory entity grant the Corporation the right to receive is duly authorized to issue the Bonds and to enter into this Indenture and to pledge and assign the brokerage confirmations of security transactions as they occur, the Corporation specifically funds and accounts purported to be pledged and assigned under this Indenture in the manner and waives receipt of such confirmations to the extent permitted by law. The Bond Trustee will to the extent provided in this Indenture. The Bonds are and will be legal, valid and binding furnish the Corporation with periodic account statements detailing all funds and accounts and obligations of the Corporation in accordance with their terms, and the Corporation and the Bond investment transactions made by the Bond Trustee hereunder. No statement need be rendered Trustee shall at all times, to the extent permitted by law, defend, preserve and protect said pledge for any fund or account if no activity occurred in such fund or account during such period. and assignment of funds and accounts and all the rights of the Bondholders under this Indenture

-23- -24- C-7 against all claims and demands of all Persons whomsoever, subject to the limitations set forth in in a Bond or Bonds may, at the expense of the Corporation take any actions to seek specific ARTICLE VIII relating to the Bond Trustee. performance by court order to cause the Corporation to comply with its obligations under this Section 6.07, and no person, including any Holder or any Beneficial Owner of the Bonds, may Section 6.05. Accounting Records of the Bond Trustee and Financial Statements. With recover monetary damages. respect to each fund or account established and maintained by the Bond Trustee pursuant to this Indenture, the Bond Trustee shall at all times keep, or cause to be kept, proper books of record Section 6.08. Representations and Warranties. and account prepared in accordance with corporate trust accounting standards, in which complete and accurate entries shall be made of all transactions relating to the receipt, investment, (A) The Corporation, on behalf of itself and in its capacity as Credit Group disbursement, allocation and application of payments received from the Corporation and the Representative, has full legal right, power and authority to enter into this Indenture, the Series proceeds of the Bonds. Such books of record and account shall be available for inspection by the 2018A Supplemental Master Indenture and the Series 2018A Obligation and to carry out and Corporation and any Bondholder, or his or her agent or representative duly authorized in writing, consummate all transactions contemplated hereby and thereby and by proper corporate action has at reasonable hours and under reasonable circumstances. duly authorized the execution, delivery and performance of this Indenture, the Series 2018A Supplemental Master Indenture and the Series 2018A Obligation. The Credit Group Section 6.06. Use of Proceeds. The Corporation shall apply the proceeds of the Bonds Representative is an organization described in Section 501(c)(3) of the Code and it is not a for the general corporate purposes of the Corporation and its affiliates (provided each such "private foundation" as defined in Section 509 of the Code; (b) it has received letters from the affiliate is organized and operated exclusively for charitable purposes and not for pecuniary Internal Revenue Service to that effect; (c) such letters have not been modified, limited or profit and that no part of its net earning inures to the benefit of any Person, private stockholder or revoked; (d) it is in compliance with all terms, conditions and limitations, if any, contained in individual, all within the meaning of Section 3(a)(4) of the Securities Act of 1933, as amended), such letters; and (e) the facts and circumstances which form the basis of such letters continue and/or paying expenses incurred in connection with the issuance of the Bonds. substantially to exist as represented to the Internal Revenue Service. To the extent consistent with its status as a nonprofit corporation, the Credit Group Representative, for itself and as Section 6.07. Continuing Disclosure. The Corporation shall provide to the Municipal Credit Group Representative on behalf of each Obligated Group Member, agrees that it will not Securities Rulemaking Board (through the operation of the Electronic Municipal Market Access take any action or omit to take any action if such action or omission would cause any revocation System) the information required pursuant to continuing disclosure undertakings made in or adverse modification of its status as an organization described in Section 501(c)(3) of the connection with tax exempt revenue bonds issued from time to time for the benefit of the Code, except as otherwise permitted by the Master Indenture. Obligated Group (collectively, the “SEC Rule Disclosure Undertakings”). At such time, if ever, no SEC Rule Disclosure Undertakings are in effect, the Corporation shall provide the following (B) The Corporation, for itself and as Credit Group Representative on behalf of each information in PDF or other acceptable electronic form to Digital Assurance Certification, L.L.C. Obligated Group Member, represents and warrants that each Obligated Group Member is an or such other similar dissemination agent selected by the Credit Group Representative: organization organized and operated exclusively for charitable purposes and not for pecuniary profit and that no part of its net earning inures to the benefit of any Person, private stockholder or (A) Audited consolidated financial statements of the Corporation, which shall be individual, all within the meaning of Section 3(a)(4) of the Securities Act of 1933, as amended. provided not later than 150 days after the end of each Fiscal Year. Neither the Credit Group Representative nor any other Obligated Group Member shall take any action or omit to take any action if such action or omission would change its status as set forth in (B) Unaudited quarterly year to date consolidated or combined financial statements of this section unless there is delivered to the Bond Trustee evidence satisfactory to the Bond the Corporation, including a balance sheet, cash flow statement and a consolidated statement of Trustee that the failure to maintain such status will not result in any requirement that the Bonds operations, which shall be provided not later than 60 days after the end of each of the first three be registered under the Securities Act of 1933, as amended or that this Indenture be qualified fiscal quarters of each Fiscal Year. under the Trust Indenture Act of 1939, as amended. In making the determination that any such evidence is satisfactory, the Bond Trustee shall be able to rely conclusively on an Opinion of (C) Quarterly year-to-date utilization and operating statistics in tabular format, similar Counsel. to that included within APPENDIX A to the primary offering memorandum relating to the Bonds, which statistics shall be provided not later than 60 days after the end of each of the first (C) The officers of the Corporation executing this Indenture, the Series 2018A three fiscal quarters of each Fiscal Year. Supplemental Master Indenture and the Series 2018A Obligation are duly and properly in office and fully authorized to execute the same. Failure to comply with this Section 6.07 is not an Event of Default hereunder and no monetary damages shall be available for failure to comply with this Section 6.07. As the sole and (D) This Indenture, the Series 2018A Supplemental Master Indenture and the Series exclusive remedy for the Corporation's failure to comply with this Section 6.07, the Bond 2018A Obligation have been duly authorized, executed and delivered by the Corporation. Trustee may (and, at the request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds, shall) or any Bondholder or any owner of a beneficial interest

-25- -26-

(E) This Indenture constitutes the legal, valid and binding agreement of the operations of the Obligated Group taken as a whole, and the Corporation is not in default with Corporation enforceable against the Corporation in accordance with its terms for the benefit of respect to any order or decree of any court or any order, regulation or demand of any federal, the Holders of the Bonds, except as enforcement may be limited by bankruptcy, insolvency or state, municipal or other governmental authority, which default might have consequences that other laws affecting the enforcement of creditors' rights generally and by the application of would materially and adversely affect the consummation of the transactions contemplated by this equitable principles if equitable remedies are sought. Indenture, the Series 2018A Supplemental Master Indenture, the Series 2018A Obligation or the Master Indenture, or the financial condition, assets, properties or operations of the Obligated (F) The Series 2018A Supplemental Master Indenture and the Series 2018A Group taken as a whole. Obligation constitute the legal, valid and binding agreements of the Obligated Group, enforceable against each Member of the Obligated Group in accordance with their respective (J) The Corporation shall maintain its existence under the laws of the state of its terms for the benefit of the Holders of the Bonds, except as enforcement may be limited by incorporation and shall not dissolve or dispose of all or substantially all its assets, or consolidate bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and with or merge into another entity or entities, or permit one or more other entities to consolidate by the application of equitable principles if equitable remedies are sought. with or merge into it, except that it may consolidate with or merge into one or more other entities or permit one or more other entities to consolidate with or merge into it, or transfer all or (G) The execution and delivery of this Indenture, the Series 2018A Supplemental substantially all of its assets to one or more other entities (and thereafter dissolve or not dissolve Master Indenture, the Series 2018A Obligation and the Master Indenture, the consummation of as it may elect), if (1) the surviving, resulting or transferee entity or entities each is a corporation the transactions herein and therein contemplated and the fulfillment of or compliance with the having the status and powers set forth in (A), (B) and (C) of this Section (to the extent required terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach by such paragraphs), (2) the transaction does not result in a conflict, breach or default under the of or default under the articles of incorporation of the Corporation (currently the only Member of Indenture, (3) the surviving, resulting or transferee entity or entities each (a) assumes by written the Obligated Group), its bylaws or, to the knowledge of the Corporation, any applicable law or agreement with the Bond Trustee all the obligations of the Corporation hereunder, (b) notifies administrative rule or regulation, or any applicable court or administrative decree or order, or any the Bond Trustee of any change in the name of the Corporation, and (c) executes, delivers, indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or registers, records and files such other instruments the Bond Trustee may reasonably require to instrument to which the Corporation is a party or by which it or its properties are otherwise confirm, perfect or maintain the security granted hereunder. subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation, Section 6.09. Limitations on Consolidated Bonds. The Corporation covenants and which conflict, violation, breach, default, lien, charge or encumbrance might have consequences agrees that: that would materially and adversely affect the consummation of the transactions contemplated by this Indenture, the Series 2018A Supplemental Master Indenture, the Series 2018A Obligation or (A) Additional Bonds that are consolidated with 2018A Taxable Bonds constitute a the Master Indenture or the financial condition, assets, properties or operations of the Obligated part of the 2018A Taxable Bonds; Group taken as a whole. (B) The Additional Bonds that are consolidated with 2018A Taxable Bonds, shall (H) Except as disclosed in the Offering Memorandum, to the knowledge of the mature on the same date as the Bonds, bear interest at the same rate per annum as the Bonds, and Corporation, no consent or approval of any trustee or holder of any indebtedness of the shall be subject to redemption at the same times and at the same Redemption Price as the Bonds; Corporation or the Credit Group Representative, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority, is necessary in (C) Each Additional Bond to be consolidated with 2018A Taxable Bonds shall have connection with the execution and delivery of this Indenture, the Series 2018A Supplemental the same Authorized Denominations; and Master Indenture, the Series 2018A Obligation or the Master Indenture or heretofore required for the consummation of any transaction herein or therein contemplated, except as have been (D) As a condition to the issuance of such Additional Bonds to be consolidated with obtained or made and as are in full force and effect. 2018A Taxable Bonds, there shall be delivered to the Bond Trustee a certificate of the Corporation, certifying that, after consultation with counsel experienced in federal securities and (I) Except as disclosed in the Offering Memorandum, there is no action, suit, tax laws, the issuance and consolidation of such Additional Bonds will not cause (i) any adverse proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other tax impact on the Holders of Outstanding 2018A Taxable Bonds, (ii) the Outstanding 2018A governmental authority, pending, or to the knowledge of the Corporation, after reasonable Taxable Bonds are not required to be registered under the Securities Act of 1933, as amended or investigation, threatened, against or affecting the Corporation or the assets, properties or (iii) the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as operations of the Corporation which, if determined adversely to the Corporation or its interests, amended. would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Indenture, the Series 2018A Supplemental Master Indenture, the Series 2018A Obligation or the Master Indenture or upon the financial condition, assets, properties or

-27- -28- C-8 (E) The limitations and conditions in paragraph (A), (B), (C) and (D) of this Section restricted or which are subject to a direct, express or charitable trust which does not shall not apply to any Additional Bonds issued under this Indenture which will not be permit the use of such assets for such payments; (iii) would result in the cessation or consolidated with 2018A Taxable Bonds. discontinuation of any material portion of the health care or related services previously provided by the Obligated Group Members; or (iv) are requested to be made pursuant to Section 6.10. The Series 2018A Obligation. The Bonds are general obligations of the any loan which violates applicable usury laws; and (C) to the qualification that the Corporation and the payment obligations in respect of the Bonds are further evidenced by the enforcement of any indemnification provisions of the Replacement Master Indenture may Series 2018A Obligation issued under the Master Indenture, which is secured equally and ratably be limited by applicable securities laws or public policy; (2) all requirements and under the Master Indenture with all other Obligations of the Obligated Group, except as conditions to the issuance of the Substitute Obligations set forth in the Replacement otherwise provided in the Master Indenture. The Series 2018A Obligation shall be held by the Master Indenture have been complied with and satisfied, including, but not limited to, the Bond Trustee under this Indenture as security for the Bonds. The Bond Trustee may and, at the perfection of any security interest created thereunder; and (3) registration of the direction of the Corporation, shall exercise any and all of the rights granted to the holders of the Substitute Obligations under the Securities Act of 1933, as amended, is not required, or Obligations under the Master Indenture, including the right to consent to amendments of the such registration has occurred; Master Indenture and the right under certain circumstances described in the Master Indenture, to direct the Master Trustee to exercise remedies and grant waivers upon the occurrence of an event (3) An officer's certificate certifying that, after giving effect to such Substitute of default under the Master Indenture. Obligations and assuming that the New Group constituted the Obligated Group under the original Master Indenture and that the Substitute Obligations were issued under the Section 6.11. Replacement of the Series 2018A Obligation with Obligation Issued original Master Indenture, the New Group would not be in default under the provisions of Under a Separate Master Indenture. The Bond Trustee shall, within ten days of receipt of notice the Master Indenture; from the Master Trustee, surrender the Series 2018A Obligation and any other Obligation in its possession issued pursuant to the Master Indenture and pledged hereunder (the "Pledged (4) Evidence that each rating on the 2018A Taxable Bonds after the delivery Obligations") to the Master Trustee upon presentation to the Bond Trustee of the following: of the Substitute Obligation will be in the same rating category (without regard to any refinement or gradation of rating category by numerical modifier or otherwise or any (1) An original replacement note or notes or similar obligation or obligations related ratings outlook) as such rating on the 2018A Taxable Bonds or better immediately (singly or collectively, the "Substitute Obligations") issued under and pursuant to and prior to delivery of the Substitute Obligation; secured by a master trust indenture (the "Replacement Master Indenture") executed by one or more entities (collectively, the "New Group") and an independent corporate trustee (5) An original executed counterpart of the Replacement Master Indenture; (the "New Trustee"), which Substitute Obligations have been duly authenticated by the and New Trustee under the terms of the Replacement Master Indenture and is in a principal amount, bears interest, has prepayment terms and is otherwise of similar tenor to the (6) Such other opinions and certificates as the Bond Trustee may reasonably Pledged Obligations surrendered; require, together with such reasonable indemnities as the Bond Trustee may request.

(2) An Opinion of Counsel addressed to the Bond Trustee to the effect that: Upon satisfaction of such conditions, all references herein to the Series 2018A Obligation (1) the Replacement Master Indenture has been duly authorized, executed and delivered shall be deemed to be references to the Replacement Obligation, all references to the Master by each member of the New Group, the Substitute Obligations have been duly Indenture shall be deemed to be references to the Replacement Master Indenture, all references authorized, executed and delivered by the Obligated Group and the Replacement Master to the Master Trustee shall be deemed to be references to the master trustee under the Indenture and the Substitute Obligations are each a legal, valid and binding obligation of Replacement Master Indenture, all references to the Obligated Group and the Members of the each member of the New Group, subject in each case (A) to customary exceptions for Obligated Group shall be deemed to be references to the New Group and all references to Series bankruptcy, insolvency and other laws generally affecting enforcement of creditors' rights 2018A Supplemental Master Indenture shall be deemed to be references to the supplemental and application of general principles of equity; (B) to the qualification that the provisions master indenture pursuant to which the Replacement Obligation is issued. of the Replacement Master Indenture and the Substitute Obligations requiring payments to be made thereunder may not be enforceable if such payments (i) are requested with ARTICLE VII. respect to payments on any Substitute Obligation which was issued for a purpose which is not consistent with the charitable purposes of the Obligated Group Members as EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS expressed in the Articles of Incorporation and Bylaws of the Obligated Group Members or which was incurred or issued for the benefit of any entity other than a nonprofit Section 7.01. Events of Default. The following events shall be "Events of Default": corporation which is exempt from federal income taxes under Sections 501(a) and 501(c)(3) of the Code; (ii) are requested to be made from any assets which are donor

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(A) default in the due and punctual payment of the principal or Redemption Price of, Section 7.03. Rights as a Secured Party. The Bond Trustee, as appropriate, may or interest on, any Bond when and as the same shall become due and payable, whether at exercise all of the rights and remedies of a secured party under the Uniform Commercial Code maturity as therein expressed, by proceedings for redemption, by acceleration or otherwise; with respect to securities in the Indenture Fund, including without limitation the Bond Fund and the Redemption Fund, including the right to sell or redeem such securities and the right to retain (B) if any material representation or warranty made by the Corporation herein or the securities in satisfaction of the obligation of the Corporation hereunder. Notice sent by made by the Corporation in any document, instrument or certificate furnished to the Bond registered or certified mail, postage prepaid, or delivered during business hours, to the Trustee in connection with the issuance of the Bonds shall at any time prove to have been Corporation at least seven (7) days before an event under Uniform Commercial Code Sections 9- incorrect in any respect as of the time made and shall not be brought into compliance within a 610 and 9-611, or any successor provision of law shall constitute reasonable notification of such period of sixty (60) days after written notice has been given to the Corporation and Credit Group event. Representative by the Bond Trustee; Section 7.04. Application of Moneys Collected by the Bond Trustee. If an Event of (C) if the Corporation shall fail to observe or perform any other covenant, condition, Default shall occur and be continuing, all moneys then held or thereafter received by the Bond agreement or provision in this Indenture on its part to be observed or performed, or shall breach Trustee under any of the provisions of this Indenture (subject to Section 11.09) shall be applied any warranty by the Corporation herein contained, for a period of sixty (60) days after written by the Bond Trustee as follows and in the following order: notice, specifying such failure or breach and requesting that it be remedied, has been given to the Corporation and Credit Group Representative by the Bond Trustee; except that, if such failure or (A) To the payment of any expenses necessary in the opinion of the Bond Trustee to breach can be remedied but not within such sixty (60) day period and if the Corporation has protect the interests of the Holders of the Bonds and payment of reasonable fees and expenses of taken all action reasonably possible to remedy such failure or breach within such sixty (60) day the Bond Trustee (including reasonable fees and disbursements of its counsel) incurred in and period, such failure or breach shall not become an Event of Default for so long as the about the performance of its powers and duties under this Indenture; and Corporation shall diligently proceed to remedy such failure or breach in accordance with and subject to any directions or limitations of time established by the Bond Trustee; (B) To the payment of the principal or Redemption Price of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if (D) any Event of Default as defined in and under the Master Indenture. only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture, as follows: Section 7.02. Acceleration of Maturity. If default in the due and punctual payment of the principal or Redemption Price of, or interest on, any Bond when and as the same shall (1) Unless the principal of all of the Bonds shall have become or have been become due and payable shall occur, then, and in each and every such case during the declared due and payable, continuance of such Event of Default, the Bond Trustee may, upon notice in writing to the Corporation, declare the principal of all the Bonds then Outstanding to be due and payable First: To the payment to the Persons entitled thereto of all installments of interest then immediately at the Redemption Price, together with interest payable thereon to the accelerated due in the order of the maturity of such installments, and, if the amount available shall not be payment date, and upon any such declaration by the Bond Trustee the same shall become and sufficient to pay in full any installment or installments due on the same date, then to the payment shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the thereof ratably, according to the amounts due thereon, to the Persons entitled thereto, without contrary notwithstanding. any discrimination or preference; and

Any such declaration, however, is subject to the condition that if, at any time after such Second: To the payment to the Persons entitled thereto of the unpaid principal or declaration and before any judgment or decree for the payment of the moneys due shall have Redemption Price of any Bonds which shall have become due, whether at maturity or by call for been obtained or entered, there shall be deposited with the Bond Trustee a sum sufficient to pay redemption, in the order of their due dates, with interest on the overdue principal at the rate all the principal on the Bonds payment of which is overdue, with interest on such overdue borne by the Bonds, and, if the amount available shall not be sufficient to pay in full all the principal at the rate borne by the Bonds, and the reasonable charges and expenses of the Bond Bonds due on any date, together with such interest, then to the payment thereof ratably, Trustee, and any and all other Events of Defaults known to the Bond Trustee (other than in the according to the amounts of principal or Redemption Price due on such date to the Persons payment of principal of and interest on the Bonds due and payable solely by reason of such entitled thereto, without any discrimination or preference. declaration) shall have been made good or cured to the satisfaction of the Bond Trustee or provision deemed by the Bond Trustee to be adequate shall have been made therefor, then, and in (2) If the principal of all of the Bonds shall have become or have been every such case, the Bond Trustee shall, on behalf of the Holders of all of the Bonds, by written declared due and payable, to the payment of the principal and interest then due and notice to the Corporation, rescind and annul such declaration and its consequences and waive unpaid upon the Bonds, with interest on the overdue principal at the rate borne by the such Events of Default; but no such rescission and annulment shall extend to or shall affect any Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount subsequent Events of Default, or shall impair or exhaust any right or power consequent thereon. so due and unpaid, then to the payment thereof ratably, without preference or priority of

-31- -32- C-9 principal over interest, or of interest over principal, or of any installment of interest over in its own name; (3) such Holder or said Holders shall have tendered to the Bond Trustee any other installment of interest, or of any Bond over any other Bond, according to the indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in amounts due respectively for principal and interest, to the Persons entitled thereto without compliance with such request; and (4) the Bond Trustee shall have refused or omitted to comply any discrimination or preference. with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Bond Trustee. Section 7.05. Bond Trustee to Represent Bondholders. The Bond Trustee is hereby irrevocably appointed (and the successive respective Holders of the Bonds, by taking and Such notification, request, tender of indemnity and refusal or omission are hereby holding the same, shall be conclusively deemed to have so appointed the Bond Trustee) as Bond declared, in every case, to be conditions precedent to the exercise by any Holder of Bonds of any Trustee and true and lawful attorney-in-fact of the Holders of the Bonds for the purpose of remedy hereunder or under law; it being understood and intended that no one or more Holders of exercising and prosecuting on their behalf such rights and remedies as may be available to such Bonds shall have any right in any manner whatever by his or their action to affect, disturb or Holders under the provisions of the Bonds, this Indenture and applicable provisions of any law. prejudice the security of this Indenture or the rights of any other Holders of Bonds, or to enforce any right under this Indenture or applicable law with respect to the Bonds, except in the manner Upon the occurrence and continuance of an Event of Default or other occasion giving rise herein provided, and that all proceedings at law or in equity to enforce any such right shall be to a right in the Bond Trustee to represent the Bondholders, the Bond Trustee in its discretion instituted, had and maintained in the manner herein provided and for the benefit and protection may, and upon the written request of the Holders of not less than a majority in aggregate of all Holders of the Outstanding Bonds, subject to the provisions of this Indenture. principal amount of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Holders by such Section 7.08. Absolute Obligation of the Corporation. Notwithstanding any other appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect provision of this Indenture, or in the Bonds, nothing shall affect or impair the obligation of the and enforce any such right, at law or in equity, either for the specific performance of any Corporation, which is absolute and unconditional, to pay the principal or Redemption Price of covenant or agreement contained herein, or in aid of the execution of any power herein granted, and interest on the Bonds to the respective Holders of the Bonds at their respective dates of or for the enforcement of any other appropriate legal or equitable right or remedy vested in the maturity, or upon call for redemption, as herein provided, or, subject to Section 7.07, affect or Bond Trustee, or in such Holders under the Bonds, this Indenture or any applicable law; and impair the right of such Holders to enforce such payment by virtue of the contract embodied in upon instituting such proceeding, the Bond Trustee shall be entitled, as a matter of right, to the the Bonds. appointment of a receiver of the amounts pledged under this Indenture, pending such proceedings. All rights of action under this Indenture or the Bonds or otherwise may be Section 7.09. Termination of Proceedings. In case any proceedings taken by the Bond prosecuted and enforced by the Bond Trustee without the possession of any of the Bonds or the Trustee or any one or more Bondholders on account of any Event of Default shall have been production thereof in any proceeding relating thereto, and any such suit, action or proceeding discontinued or abandoned for any reason or shall have been determined adversely to the Bond instituted by the Bond Trustee shall be brought in the name of the Bond Trustee for the benefit Trustee or the Bondholders, then in every such case, the Corporation, the Bond Trustee and the and protection of all the Holders of such Bonds, subject to the provisions of this Indenture. Bondholders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and Section 7.06. Bondholders' Direction of Proceedings. The Holders of a majority in duties of the Corporation, the Bond Trustee and the Bondholders shall continue as though no aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument such proceedings had been taken. or concurrent instruments in writing executed and delivered to the Bond Trustee, and upon indemnifying the Bond Trustee to its satisfaction therefor, to direct the time, method and place of Section 7.10. Remedies Not Exclusive. No remedy herein conferred upon or reserved to conducting all remedial proceedings taken by the Bond Trustee hereunder, provided that such the Bond Trustee or to the Holders of the Bonds is intended to be exclusive of any other remedy direction shall not be otherwise than in accordance with law and the provisions of this Indenture, or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and that the Bond Trustee shall have the right to decline to follow any such direction which in and in addition to any other remedy given hereunder or now or hereafter existing at law or in the opinion of the Bond Trustee would be unjustly prejudicial to Bondholders not parties to such equity or otherwise. direction. Section 7.11. Delay or Omission Not Waiver. No delay or omission of the Bond Section 7.07. Limitation on Bondholders' Right to Sue. No Holder of any Bond shall Trustee or of any Holder of the Bonds to exercise any right or power arising upon the occurrence have the right to institute any suit, action or proceeding at law or in equity, for the protection or of any Event of Default shall impair any such right or power or shall be construed to be a waiver enforcement of any right or remedy under this Indenture or any applicable law with respect to of any such Default or an acquiescence therein; and every power and remedy given by this such Bond, unless (1) such Holder shall have given to the Bond Trustee written notice of the Indenture to the Bond Trustee or to the Holders of the Bonds may be exercised from time to time occurrence of an Event of Default; (2) the Holders of not less than a majority in aggregate and as often as may be deemed expedient. principal amount of the Bonds then Outstanding shall have made written request upon the Bond Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding

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Section 7.12. Waiver of Past Defaults and Events of Default. The Bond Trustee may, other obligor or their creditors, the Bond Trustee (irrespective of whether the principal of the and upon request of the Holders of not less than a majority in aggregate principal amount of the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and Outstanding Bonds shall, on behalf of the Holders of all the Bonds waive any past Default or irrespective of whether the Bond Trustee shall have made any demand on the Corporation for the Event of Default hereunder and its consequences, except a Default or Event of Default: payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (A) In the payment of the principal or Redemption Price of or interest on any Bond, or (1) To file and prove a claim for the whole amount of principal (or (B) In respect of a covenant or other provision of this Indenture which, pursuant to Redemption Price) and interest owing and unpaid in respect of the Bonds and to file such Section 9.01, cannot be modified or amended without the consent of the Holder of each other papers or documents as may be necessary or advisable in order to have the claims Outstanding Bond affected. of the Bond Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Bond Trustee, its agents and counsel including Upon any such waiver, such Default or Event of Default shall cease to exist, and any expenses and fees of outside counsel and allocated costs of internal legal counsel) and of Event of Default arising from such Default or other waived Event of Default shall be deemed to the Bondholders allowed in such judicial proceeding; and have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. (2) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, Section 7.13. Undertaking for Costs. Subject to the provisions of Section 8.05, the trustee, liquidator or sequestrator (or other similar official) in any such judicial parties to this Indenture agree, and each Holder of any Bond by such Person's acceptance thereof proceeding is hereby authorized by each Bondholder to make such payments to the Bond shall be deemed to have agreed, that any court may in its discretion require, in any suit for the Trustee and, in the event that the Bond Trustee shall consent to the making of such enforcement of any right or remedy under this Indenture, or in any suit against the Bond Trustee payments directly to the Bondholders, to pay to the Bond Trustee any amount due to it for any action taken or omitted by it as Bond Trustee, the filing by any party litigant in such suit for the reasonable compensation, expenses, disbursements and advances of the Bond of an undertaking to pay the costs of such suit, and that such court may in its discretion assess Trustee, its agents and counsel including expenses and fees of outside counsel and reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, allocated costs of internal legal counsel, and any other amounts due the Bond Trustee having due regard to the merits and good faith of the claims or defenses made by such party under this Indenture. litigant; but the provisions of this Section 7.13 shall not apply to any suit instituted by the Bond Trustee or to any suit instituted by any Bondholder or group of Bondholders holding in the (B) Nothing herein contained shall be deemed to authorize the Bond Trustee to aggregate more than a majority in aggregate principal amount of the Outstanding Bonds. authorize or consent to or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Section 7.14. Notice of Default. Holder thereof, or to authorize the Bond Trustee to vote in respect of the claim of any Bondholder in any such proceeding. (A) Upon a Responsible Officer's actual knowledge of the existence of any Default under this Indenture, the Bond Trustee shall notify the Corporation in writing as soon as ARTICLE VIII. practicable, but in any event within five (5) Business Days. THE BOND TRUSTEE (B) Upon a Responsible Officer's actual knowledge of the existence of any Event of Default under this Indenture, the Bond Trustee shall transmit by mail to all Bondholders, as their Section 8.01. Duties, Immunities and Liabilities of Bond Trustee. names and addresses appear in the bond register, notice of such Event of Default hereunder within thirty (30) days; provided, however, that, except in the case of an Event of Default in the (A) The Bond Trustee shall, prior to an Event of Default, and after the curing or payment of the principal or Redemption Price of or interest on any Bond, the Bond Trustee shall waiver of all Events of Default which may have occurred, perform such duties and only such be protected in withholding such notice if and so long as the board of directors, the executive duties as are specifically set forth in this Indenture, and, except to the extent required by law, no committee or a trust committee of directors or Responsible Officers of the Bond Trustee in good implied covenants or obligations shall be read into this Indenture against the Bond Trustee. The faith determine that the withholding of such notice is in the interest of the Bondholders. Bond Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same Section 7.15. Bond Trustee May File Proofs of Claim. degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (A) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or any other obligor upon the Bonds or the property of the Corporation or of such

-35- -36- C-10 (B) The Corporation may remove the Bond Trustee at any time unless an Event of (E) Any Bond Trustee shall be a trust company or bank having trust powers in the Default shall have occurred and then be continuing, and shall remove the Bond Trustee if at any State of Indiana, having a combined capital and surplus of (or if such trust company or bank is a time requested to do so by an instrument or concurrent instruments in writing signed by the member of a bank holding system, its bank holding company shall have a combined capital and Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding surplus of) at least fifty million dollars ($50,000,000), and subject to supervision or examination (or their attorneys duly authorized in writing) or if at any time the Bond Trustee shall cease to be by federal or state of authority. If such bank or trust company publishes a report of condition at eligible in accordance with subsection (E) of this Section 8.01, or shall become incapable of least annually, pursuant to law or to the requirements of any supervising or examining authority acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Bond Trustee or its above referred to, then for the purpose of this subsection the combined capital and surplus of property shall be appointed, or any public officer shall take control or charge of the Bond Trustee such bank or trust company shall be deemed to be its combined capital and surplus as set forth in or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each its most recent report of condition so published. In case at any time the Bond Trustee shall cease case by giving written notice of such removal to the Bond Trustee, and thereupon shall appoint a to be eligible in accordance with the provisions of this subsection (E), the Bond Trustee shall successor Bond Trustee by an instrument in writing. resign immediately in the manner and with the effect specified in this Section 8.01.

(C) The Bond Trustee may at any time resign by giving written notice of such (F) Any company into which the Bond Trustee may be merged or converted or with resignation to the Corporation and by giving the Bondholders notice of such resignation by mail which it may be consolidated or any company resulting from any merger, conversion or at the addresses shown on the registration books maintained by the Bond Trustee. Upon consolidation to which it shall be a party or any company to which the Bond Trustee may sell or receiving such notice of resignation, the Corporation shall promptly appoint a successor Bond transfer all or substantially all of its corporate trust business, provided such company shall be Trustee by an instrument in writing. The Bond Trustee shall not be relieved of its duties until eligible under subsection (E) of Section 8.01, shall be the successor to such Bond Trustee such successor Bond Trustee has accepted appointment. without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. (D) Any removal or resignation of the Bond Trustee and appointment of a successor Bond Trustee shall become effective upon acceptance of appointment by the successor Bond Section 8.02. Liability of Bond Trustee. Trustee. If no successor Bond Trustee shall have been appointed and have accepted appointment within thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the (A) The Bond Trustee assumes no responsibility for the correctness of the recitals of resigning Bond Trustee or any Bondholder (on behalf of itself and all other Bondholders) may fact herein except as they specifically apply to the Bond Trustee, and makes no representations petition any court of competent jurisdiction for the appointment of a successor Bond Trustee, and as to the validity or sufficiency of this Indenture or of the Bonds, nor shall the Bond Trustee such court may thereupon, after such notice (if any) as it may deem proper, appoint such incur any responsibility in respect thereof, other than in connection with the duties or obligations successor Bond Trustee. Any successor Bond Trustee appointed under this Indenture, shall herein or in the Bonds assigned to or imposed upon it and except for any recital or representation signify its acceptance of such appointment by executing and delivering to the Corporation and to specifically relating to the Bond Trustee or its powers. The Bond Trustee shall, however, be its predecessor Bond Trustee a written acceptance thereof, and thereupon such successor Bond responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, Bond Trustee shall not be liable in connection with the performance of its duties hereunder, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Bond except for its own negligent action, negligent failure to act or willful misconduct. Trustee, with like effect as if originally named Bond Trustee herein; but, nevertheless at the request of the successor Bond Trustee, such predecessor Bond Trustee shall execute and deliver (B) The Bond Trustee shall not be liable for any error of judgment made in good faith any and all instruments of conveyance or further assurance and do such other things as may by a Responsible Officer, unless it shall be proved that the Bond Trustee was negligent in reasonably be required for more fully and certainly vesting in and confirming to such successor ascertaining the pertinent facts. Bond Trustee all the right, title and interest of such predecessor Bond Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the (C) The Bond Trustee shall not be liable with respect to any action taken or omitted to successor Bond Trustee any money or other property subject to the trusts and conditions herein be taken by it in good faith in accordance with the direction of the Holders of not less than a set forth. Upon request of the successor Bond Trustee, the Corporation shall execute and deliver majority (or such lesser or greater number as this Indenture may permit to direct the Bond any and all instruments as may be reasonably required for more fully and certainly vesting in and Trustee) in aggregate principal amount of the Bonds at the time Outstanding relating to the time, confirming to such successor Bond Trustee all such moneys, estates, properties, rights, powers, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or trusts, duties and obligations. Upon acceptance of appointment by a successor Bond Trustee as exercising any trust or power conferred upon the Bond Trustee under this Indenture. provided in this subsection, the successor Bond Trustee shall mail or cause to be mailed (at the (D) The Bond Trustee shall be under no obligation to exercise any of the rights or expense of the Corporation) a notice of the succession of such Bond Trustee to the trusts powers vested in it by this Indenture at the request, order or direction of any of the Bondholders hereunder to the Bondholders at the addresses shown on the registration books maintained by the pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Bond Trustee. Bond Trustee indemnity reasonably acceptable to the Bond Trustee against the costs, expenses

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and liabilities which may be incurred therein or thereby. The Bond Trustee has no obligation or Whenever in the administration of the trusts imposed upon it by this Indenture the Bond liability to the Holders for the payment of interest, principal or Redemption Price with respect to Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking the Bonds from its own funds; but rather the Bond Trustee's obligations shall be limited to the or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein performance of its duties hereunder. specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Corporation, and such Certificate shall be full warrant to the Bond Trustee for (E) Except with respect to Events of Default specified in Section 7.01(A), the Bond any action taken or suffered in good faith under the provisions of this Indenture in reliance upon Trustee shall not be deemed to have knowledge of any Event of Default unless and until a such Certificate, but in its discretion the Bond Trustee may, in lieu thereof, accept other evidence Responsible Officer shall have actual knowledge thereof or the Bond Trustee shall have received of such matter or may require such additional evidence as to it may deem reasonable. written notice thereof from the Corporation or the holders of at least five percent (5%) in aggregate principal amount of the Outstanding Bonds at the Designated Office. The Bond Section 8.04. Preservation and Inspection of Documents. All documents received by the Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held Bond Trustee under the provisions of this Indenture shall be retained in its possession and shall by it. be subject upon prior written notice to the inspection of the Corporation and any Bondholder, and their agents and representatives duly authorized in writing, at reasonable hours and under (F) The Bond Trustee may execute any of the trusts or powers hereunder or perform reasonable conditions, until ninety (90) days after the termination of this Indenture. any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers, but shall not be responsible for the negligence or misconduct of any attorney-in-fact, agent or Section 8.05. Compensation and Indemnification. receiver selected by it with due care. The Bond Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder. (A) No provision of this Indenture shall require the Bond Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties (G) The Bond Trustee shall not be concerned with or accountable to anyone for the hereunder, or in the exercise of its rights or powers, if it has not received the agreed subsequent use or application of any moneys or Bond proceeds that shall be released or compensation for such services or, in cases where the Bond Trustee has a right to reimbursement withdrawn in accordance with the provisions hereof. or indemnification for such performance or exercise, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not (H) Whether or not therein expressly so provided, every provision of this Indenture reasonably assured to it. relating to the conduct or affecting the liability of or affording protection to the Bond Trustee shall be subject to the provisions of this ARTICLE VIII. (B) The Corporation further covenants and agrees to indemnify and hold harmless the Bond Trustee, and its officers, directors, employees, and agents against any loss, expense and (I) The Bond Trustee shall have no responsibility with respect to any information, liabilities that it may incur arising out of or in connection with (1) the exercise and performance statement, or recital in any official statement, offering memorandum or any other disclosure of the Bond Trustee's powers and duties hereunder in accordance with the provisions hereof or material prepared or distributed with respect to the Bonds. (2) the sale of any Bonds by the Corporation and the carrying out of any of the transactions contemplated by the Bonds or related documents, including the costs and expenses of defending (J) The permissive right of the Bond Trustee to do things enumerated in this against any claim of liability, but excluding liabilities that are due to the Bond Trustee's Indenture shall not be construed as a duty. negligence or willful misconduct. The obligations of the Corporation under this Section 8.05 shall survive resignation or removal of the Bond Trustee under this Indenture and payment of the Section 8.03. Right of Bond Trustee to Rely on Documents. The Bond Trustee shall be Bonds and discharge of this Indenture. protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond, statement, requisition, facsimile transmission, electronic mail or other paper or Section 8.06. Notice to Rating Agency. The Bond Trustee shall give written notice to document believed by it to be genuine and to have been signed or presented by the proper party each Rating Agency then rating the Bonds if (1) a successor Bond Trustee is appointed or parties. The Bond Trustee may consult with counsel, who may be counsel of or to the hereunder, (2) if this Indenture is amended or supplemented, (3) if the Bonds are paid and this Corporation, with regard to legal questions, and the opinion or written advice of such counsel Indenture defeased pursuant to Section 10.01, (4) if the Bonds are accelerated pursuant to shall be full and complete authorization and protection in respect of any action taken or suffered Section 7.02, or (5) if the Bonds are redeemed in whole or in part pursuant to Section 4.01, by it hereunder in good faith and in accordance therewith. provided that the Bond Trustee shall incur no liability for failure to give any such notice.

The Bond Trustee shall not be bound to recognize any Person as the Holder of a Bond Section 8.07. Instructions. The Bond Trustee shall have the right to accept and act upon unless and until such Bond is submitted for inspection, if required, and such Person's title thereto instructions, including funds transfer instructions ('Instructions') given pursuant to this Indenture is satisfactorily established, if disputed. and delivered using Electronic Means; provided, however, that the Credit Group Representative shall provide to the Bond Trustee an incumbency certificate listing Authorized Representatives

-39- -40- C-11 with the authority to provide such Instructions and containing specimen signatures of such Indenture on such assets (except as expressly provided in this Indenture), without the consent of Authorized Representatives, which incumbency certificate shall be amended by the Credit Group the Holders of all Bonds then Outstanding. It shall not be necessary for the consent of the Representative whenever a person is to be added or deleted from the listing. If the Credit Group Bondholders to approve the particular form of any Supplemental Indenture, but it shall be Representative elects to give the Bond Trustee Instructions using Electronic Means and the Bond sufficient if such consent shall approve the substance thereof. Promptly after the execution by Trustee in its discretion elects to act upon such Instructions, the Bond Trustee's understanding of the Corporation and the Bond Trustee of any Supplemental Indenture pursuant to this subsection such Instructions shall be deemed controlling. The Credit Group Representative understands and (A), the Bond Trustee shall mail a notice, setting forth in general terms the substance of such agrees that the Bond Trustee cannot determine the identity of the actual sender of such Supplemental Indenture to the Bondholders at the addresses shown on the registration books Instructions and that the Bond Trustee shall conclusively presume that directions that purport to maintained by the Bond Trustee. Any failure to give such notice, or any defect therein, shall not, have been sent by an Authorized Representative listed on the incumbency certificate provided to however, in any way impair or affect the validity of any such Supplemental Indenture. the Bond Trustee have been sent by such Authorized Representative. The Credit Group Representative shall be responsible for ensuring that only authorized persons transmit such (B) This Indenture and the rights and obligations of the Corporation, the Bond Trustee Instructions to the Bond Trustee and that the Credit Group Representative is solely responsible to and the Holders of the Bonds may also be modified or amended from time to time and at any safeguard the use and confidentiality of applicable user and authorization codes, passwords time by a Supplemental Indenture, which the Corporation and the Bond Trustee may enter into and/or authentication keys upon receipt thereof. The Bond Trustee shall not be liable for any without the necessity of obtaining the consent of any Bondholders, only to the extent permitted losses, costs or expenses arising directly or indirectly from the Bond Trustee's reliance upon and by law and only for any one or more of the following purposes: compliance with such Instructions, notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Credit Group Representative agrees: (i) to assume all (1) to add to the covenants and agreements of the Corporation contained in risks arising out of the use of Electronic Means to submit Instructions to the Bond Trustee, this Indenture other covenants and agreements thereafter to be observed, to pledge or including without limitation the risk of the Bond Trustee acting on unauthorized Instructions, and assign additional security for the Bonds (or any portion thereof), or to surrender any right the risk of interception and misuse by third parties; (ii) that they are fully informed of the or power herein reserved to or conferred upon the Corporation; provided, however, that protections and risks associated with the various methods of transmitting Instructions to the no such covenant, agreement, pledge, assignment or surrender shall materially adversely Bond Trustee and that there may be more secure methods of transmitting Instructions than the affect the interests of the Holders of the Bonds; method(s) selected by the Credit Group Representative; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially (2) to make such provisions for the purpose of curing any ambiguity, reasonable degree of protection in light of its particular needs and circumstances; and (iv) to inconsistency or omission, or of curing or correcting any defective provision, contained notify the Bond Trustee immediately upon learning of any compromise or unauthorized use of in this Indenture, or in regard to matters or questions arising under this Indenture, as the the security procedures. Corporation or the Bond Trustee may deem necessary or desirable and not inconsistent with this Indenture, and which shall not materially adversely affect the interests of the ARTICLE IX. Holders of the Bonds;

MODIFICATION OR AMENDMENT OF THE INDENTURE (3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any Section 9.01. Amendments Permitted. similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not (A) This Indenture and the rights and obligations of the Corporation, the Holders of materially adversely affect the interests of the Holders of the Bonds; the Bonds and the Bond Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Corporation and the Bond Trustee (4) to evidence or give effect to, or to conform to the terms and provisions of, may enter into when the written consent of the Holders of a majority in aggregate principal any insurance policy, letter of credit or other credit enhancement for any series of the amount of the Bonds then Outstanding shall have been filed with the Bond Trustee. No such Bonds; modification or amendment shall (1) extend the stated maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or change the method of computing (5) to facilitate and implement any book entry system (or any termination of a the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any book entry system) with respect to the Bonds; premium payable upon the redemption thereof, without the consent of the Holder of each Bond (6) to provide for the issuance of Additional Bonds; so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on (7) in connection with a replacement of Series 2018A Obligation pursuant to the Indenture Fund and other assets pledged under this Indenture prior to or on a parity with the Section 6.11 hereof; or lien created by this Indenture, or deprive the Holders of the Bonds of the lien created by this

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(8) to make any other amendment which the Bond Trustee has determined ARTICLE X. will not materially adversely affect the interests of the Bond Trustee or the Holders of the Bonds. DEFEASANCE

(C) The Bond Trustee may in its discretion, but shall not be obligated to, enter into Section 10.01. Discharge of Indenture. The Bonds may be paid or discharged by the any such Supplemental Indenture authorized by subsections (A) or (B) of this Section which Corporation or the Bond Trustee on behalf of the Corporation in any of the following ways: materially adversely affects the Bond Trustee's own rights, duties or immunities under this Indenture or otherwise. (A) by paying or causing to be paid the principal or Redemption Price of and interest on all Bonds Outstanding, as and when the same become due and payable; Section 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this ARTICLE IX, this Indenture shall be deemed to be (B) by depositing with the Bond Trustee, in trust, at or before maturity, moneys or modified and amended in accordance therewith, and the respective rights, duties and obligations securities in the necessary amount (as provided in Section 10.03) to pay when due or redeem all under this Indenture of the Corporation, the Bond Trustee and all Holders of Bonds Outstanding Bonds then Outstanding; or shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental (C) by delivering to the Bond Trustee, for cancellation by it, all Bonds then Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all Outstanding. purposes. If the Corporation shall also pay or cause to be paid all other sums payable hereunder by Section 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the Corporation, then and in that case at the election of the Corporation or the Credit Group the execution of any Supplemental Indenture pursuant to this ARTICLE IX may, and if the Representative (evidenced by a Certificate of the Corporation or the Credit Group Representative Corporation or the Credit Group Representative so determines shall, bear a notation by filed with the Bond Trustee signifying the intention of the Corporation or the Credit Group endorsement or otherwise in form approved by the Corporation or the Credit Group Representative to discharge all such indebtedness and this Indenture), and notwithstanding that Representative and the Bond Trustee as to any modification or amendment provided for in such any Bonds shall not have been surrendered for payment, this Indenture and the pledge of the Supplemental Indenture, and, in that case, upon demand of the Holder of any Bond Outstanding Indenture Fund and all amounts held therein made under this Indenture and all covenants, at the time of such execution and presentation of such Holder's Bond for the purpose at the agreements and other obligations of the Corporation and Credit Group Representative under this Designated Office of the Bond Trustee or at such additional offices as the Bond Trustee may Indenture (except as otherwise provided in Section 8.05) shall cease, terminate, become void and select and designate for that purpose, a suitable notation shall be made on such Bond. If the be completely discharged and satisfied and the Bonds shall be deemed paid. In such event, upon Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion the request of the Corporation or the Credit Group Representative, the Bond Trustee shall cause of the Corporation or the Credit Group Representative, to any modification or amendment an accounting for such period or periods as may be requested by the Corporation or the Credit contained in such Supplemental Indenture shall be prepared by the Bond Trustee at the expense Group Representative to be prepared and filed with the Corporation and shall execute and deliver of the Corporation, executed by the Corporation and the Credit Group Representative, for itself to the Corporation all such instruments as may be necessary to evidence such discharge and and on behalf of the Obligated Group, and authenticated by the Bond Trustee, and upon demand satisfaction, and the Bond Trustee shall pay over, transfer, assign or deliver to the Corporation all of the Holders of any Bonds then Outstanding shall be exchanged at the Designated Office of the moneys or securities or other property held by it pursuant to this Indenture which are not Bond Trustee, or at such additional offices as the Bond Trustee may select and designate for that required for the payment or redemption of Bonds not theretofore surrendered for such payment purpose, without cost to any Bondholder, for Bonds so modified, upon surrender for cancellation or redemption. of such Bonds in equal aggregate principal amounts of the same maturity. Section 10.02. Discharge of Liability on Bonds. Upon the deposit with the Bond Trustee, Section 9.04. Amendment of Particular Bonds or Bonds of a Series. The provisions of in trust, at or before maturity, of money or securities in the necessary amount (as provided in this ARTICLE IX shall not prevent any Bondholder from accepting any amendment as to the Section 10.03) to pay or redeem any Outstanding Bond (whether upon or prior to the maturity or particular Bonds held by such Bondholder, provided that due notation thereof is made on such the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to Bonds. maturity, notice of such redemption shall have been given as provided in ARTICLE IV or provision satisfactory to the Bond Trustee shall have been made for the giving of such notice and Section 9.05. Opinion. In connection with a Supplemental Indenture under this any conditions to the redemption set forth in such notice shall have been satisfied, then all ARTICLE IX, the Corporation shall deliver to the Bond Trustee an opinion of counsel to the liability of the Corporation in respect of such Bond shall cease, terminate and be completely effect that such Supplemental Indenture is authorized and permitted pursuant to the terms of this discharged, and such Bond shall be deemed paid, except only that thereafter the Holder thereof Indenture and the Bond Trustee shall be entitled to rely on such opinion. shall be entitled to payment of the principal or Redemption Price of and interest on such Bond by the Corporation, and the Corporation shall remain liable for such payments, but only out of such

-43- -44- C-12 money or securities deposited with the Bond Trustee as aforesaid for its payment, subject, liability of the Bond Trustee with respect to such moneys shall thereupon cease; provided, however, to the provisions of Section 10.04. however, that before the repayment of such moneys to the Corporation as aforesaid, the Bond Trustee may (at the cost of the Corporation) first mail to the Holders of Bonds which have not The Corporation may at any time surrender to the Bond Trustee for cancellation by it any yet been paid, at the addresses shown on the registration books maintained by the Bond Trustee, Bonds previously issued and delivered, which the Corporation may have acquired in any manner a notice, in such form as may be deemed appropriate by the Bond Trustee with respect to the whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid Bonds so payable and not presented and with respect to the provisions relating to the repayment and retired. to the Corporation of the moneys held for the payment thereof.

Section 10.03. Deposit of Money or Securities With Bond Trustee. Whenever in this ARTICLE XI. Indenture it is provided or permitted that there be deposited with or held in trust by the Bond Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or MISCELLANEOUS securities so to be deposited or held may include money or securities held by the Bond Trustee in the funds and accounts established pursuant to this Indenture and shall be: Section 11.01. Successor Is Deemed Included in All References to Predecessor. Whenever in this Indenture either the Corporation or the Bond Trustee is named or referred to, (A) lawful money of the United States of America in an amount equal to the principal such reference shall be deemed to include the successors or assigns thereof, and all the covenants amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of and agreements in this Indenture contained by or on behalf of the Corporation, or the Bond Bonds which are to be redeemed prior to maturity and in respect of which notice of such Trustee shall bind and inure to the benefit of the respective successors and assigns thereof redemption shall have been given as in ARTICLE IV provided or provision satisfactory to the whether so expressed or not. Bond Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest Section 11.02. Limitation of Rights to Parties and Bondholders. Nothing in this thereon to the redemption date; or Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any Person other than the Corporation, the Credit Group Representative, the Bond Trustee and the (B) Investment Securities described in clause (1) of the definition thereof in Holders of the Bonds, any legal or equitable right, remedy or claim under or in respect of this Section 1.01 (not callable by the holder thereof prior to maturity), the principal of and interest on Indenture or any covenant, condition or provision therein or herein contained; and all such which when due will provide money sufficient to pay the principal or Redemption Price of and covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be of the Corporation, the Credit Group Representative, the Bond Trustee and the Holders of the paid or redeemed, as such principal or Redemption Price and interest become due; provided that, Bonds. in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in ARTICLE IV provided or provision satisfactory to the Section 11.03. Waiver of Notice. Whenever in this Indenture the giving of notice by mail Bond Trustee shall have been made for the giving of such notice; provided, in each case, that the or otherwise is required, the giving of such notice may be waived in writing by the Person Bond Trustee shall have been irrevocably instructed (by the terms of this Indenture or by entitled to receive such notice and in any such case the giving or receipt of such notice shall not direction of the Corporation or the Credit Group Representative) to apply such money to the be a condition precedent to the validity of any action taken in reliance upon such waiver. payment of such principal or Redemption Price and interest with respect to such Bonds. The Bond Trustee may obtain, at the expense of the Corporation, and rely on the verification report of Section 11.04. Destruction of Bonds. Whenever in this Indenture provision is made for a firm of nationally recognized verification agents or a firm of nationally recognized independent the cancellation by the Bond Trustee and the delivery to, or upon the order of, the Corporation of certified public accountants for determining the amount of money or securities necessary to pay any Bonds, the Bond Trustee may, in lieu of such cancellation and delivery, destroy such Bonds. or redeem Bonds. Section 11.05. Severability of Invalid Provisions. If any one or more of the provisions Section 10.04. Payment of Bonds After Discharge of Indenture. Notwithstanding any contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or provisions of this Indenture, any moneys held by the Bond Trustee in trust for the payment of the unenforceable in any respect, then such provision or provisions shall be deemed severable from principal or Redemption Price of, or interest on, any Bonds and remaining unclaimed for three the remaining provisions contained in this Indenture and such invalidity, illegality or years (or, if shorter, one day before such moneys would escheat to the State of Indiana under unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be then applicable Indiana law) after such principal, Redemption Price or interest, as the case may construed as if such invalid or illegal or unenforceable provision had never been contained be, has become due and payable (whether at maturity or upon call for redemption), shall be herein. repaid to the Corporation free from the trusts created by this Indenture upon receipt of an indemnification agreement acceptable to the Corporation and the Bond Trustee indemnifying the Section 11.06. Notices. Subject to Section 8.07, any notice, direction, instruction or Bond Trustee with respect to claims of Holders of Bonds which have not yet been paid, and all demand given or made pursuant to this Indenture shall be given or made in writing and shall be

-45- -46-

served by: (i) United States first class mail, postage prepaid, addressed to the requisite party as If to S&P at: set forth in this paragraph; (ii) hand delivery, addressed to the requisite party as set forth in this Standard & Poor's Rating Services paragraph; (iii) confirmed facsimile, addressed to the requisite party as set forth in this paragraph 55 Water Street, 38th Floor or (iv) sent by a recognized overnight delivery service. Any notice, direction or instruction to or New York, New York 10041 demand upon the Bond Trustee shall be addressed to the Bond Trustee at the Designated Office Attention: ______of the Bond Trustee. Any notice to or demand upon the Corporation or the Bond Trustee shall Telephone: ______be addressed as follows: Fax: ______

If to the Corporation: (or, in each case, to such other address as may have been filed in writing with the Bond Trustee). Indiana University Health, Inc. 340 W. 10th Street, Suite 2100 Section 11.07. Evidence of Rights of Bondholders. Indianapolis, Indiana 46202 Attn: ______(A) Any request, consent or other instrument required or permitted by this Indenture Telephone: ______to be signed and executed by Bondholders may be in any number of concurrent instruments of Fax: ______substantially similar tenor and shall be signed or executed by such Bondholders in Person or by Email: ______an agent or agents duly appointed in writing.

If to the Bond Trustee: (B) The fact and date of the execution by any Person of any such request, consent or The Bank of New York Mellon Trust Company, N.A. other instrument or writing may be proved by the certificate of any notary public or other officer 300 North Meridian Street, Suite 910 of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying Indianapolis, Indiana 46204 that the Person signing such request, consent or other instrument acknowledged to him the Attn: ______execution thereof, or by an affidavit of a witness of such execution duly sworn to before such Phone: ______notary public or other officer. Fax: ______(C) The ownership of Bonds shall be proved by the registration books for the Bonds If to Fitch at: held by the Bond Trustee. Fitch, Inc. (D) Any request, consent, or other instrument or writing of the Holder of any Bond One State Street Plaza shall bind every future Holder of the same Bond and the Holder of every Bond issued in New York, New York 10004 exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Attn: ______Bond Trustee or the Corporation in accordance therewith or reliance thereon. Telephone: ______Fax: ______Section 11.08. Disqualified Bonds. In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent If to Moody's at: or waiver under this Indenture, Bonds which are known to the Bond Trustee to be owned or held Moody's Investors Service, Inc. by or for the account of the Corporation, or by any Affiliate (as defined in the Master Indenture) 7 World Trade Center of the Corporation or any other obligor on the Bonds, shall be disregarded and deemed not to be 259 Greenwich Street Outstanding for the purpose of any such determination. Bonds so owned which have been New York, New York 10007 pledged in good faith may be regarded as Outstanding for the purposes of this Section if the Attn: ______pledgee shall establish to the satisfaction of the Bond Trustee the pledgee's right to vote such Telephone: ______Bonds and that the pledgee is not an Affiliate (as defined in the Master Indenture) of the Fax: ______Corporation or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Bond Trustee taken upon the advice of counsel selected by it with due care shall be full protection to the Bond Trustee.

Section 11.09. Money Held for Particular Bonds. The money held by the Bond Trustee for the payment of the interest, principal or Redemption Price due on any date with respect to

-47- -48- C-13 particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and Section 11.16. Agreement Not for the Benefit of Other Parties. This Indenture is not after such date and pending such payment, be set aside on its books and held uninvested in trust intended for the benefit of and shall not be construed to create rights in parties other than the by it for the Holders of the Bonds entitled thereto, subject, however, to the provisions of Corporation, the Credit Group Representative, the Bond Trustee and the Holders of the Bonds. Section 10.04. Section 11.17. Entire Agreement. This Indenture constitutes the entire agreement of the Section 11.10. Funds and Accounts. Any fund required by this Indenture to be parties hereto and is not subject to modification, amendment, qualification or limitation except as established and maintained by the Bond Trustee may be established and maintained in the expressly provided herein. accounting records of the Bond Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated Section 11.18. ERISA Provisions. As specifically set forth in the Offering Memorandum, either as a fund or as an account; but all such records with respect to all such funds shall at all the ERISA provisions set forth on EXHIBIT B attached hereto are hereby applicable to the times be maintained in accordance with customary standards of the corporate trust industry, to Bonds. the extent practicable, and with due regard for the requirements of Section 6.05 and for the protection of the security of the Bonds and the rights of every Holder thereof. The Bond Trustee [Remainder of Page Intentionally Left Blank] may establish such additional funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.11. Waiver of Personal Liability. No member, officer, agent or employee of the Corporation or any other Member of the Obligated Group shall be individually or personally liable for the payment of the principal or Redemption Price of or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or the performance of any duty hereunder; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture.

Section 11.12. Business Days. If any date specified herein shall not be a Business Day, any action required on such date may be made on the next succeeding Business Day with the same effect as if made on such date.

Section 11.13. Governing Law; Venue. This Indenture shall be construed in accordance with and governed by the Constitution and the laws of the State of Indiana applicable to contracts made and performed in the State of Indiana. This Indenture shall be enforceable in the State of Indiana, and any action arising hereunder shall (unless waived by the Corporation or the Credit Group Representative and the Bond Trustee) be filed and maintained in the State of Indiana.

Section 11.14. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Corporation, the Credit Group Representative and the Bond Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 11.15. CUSIP Numbers. None of the Bond Trustee, the Corporation or the Credit Group Representative shall be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice. The Bond Trustee may, in its discretion, include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Holders and that none of the Bond Trustee, the Corporation or the Credit Group Representative shall be liable for any inaccuracies in such numbers.

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IN WITNESS WHEREOF, the Corporation has caused this Indenture to be signed in its EXHIBIT A name by its Authorized Representative, and the Bond Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its duly FORM OF BOND authorized officer all as of the day and year first above written. REGISTERED UNITED STATES OF AMERICA REGISTERED INDIANA UNIVERSITY HEALTH, INC., for itself and as Credit Group Representative on behalf STATE OF INDIANA of the Obligated Group Members No. R- $

By: INDIANA UNIVERSITY HEALTH, INC. OBLIGATED GROUP Jennifer M. Alvey, Senior Vice President and TAXABLE BONDS, SERIES 2018A Chief Financial Officer Authentication Date Maturity Date CUSIP Rate Per Annum

% By: John D. Huesing, Vice President and Treasurer Registered Owner: CEDE & CO.

Principal Sum: ______DOLLARS

THE BANK OF NEW YORK MELLON TRUST INDIANA UNIVERSITY HEALTH, INC., an Indiana nonprofit corporation (the COMPANY, N.A., as Bond Trustee "Corporation"), for value received, hereby promises to pay, in lawful money of the United States of America, to the Registered Owner specified above, or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter mentioned), the principal By: amount specified above, and to pay interest on such principal amount on November 1, 2018 and semiannually thereafter on each May 1 and November 1 (each, an "Interest Payment Date") until Name: payment of such principal amount shall be discharged as provided in the Indenture (as defined below). This bond shall bear interest at the rate set forth above from the later of (i) the date of Title: original issuance of the 2018A Taxable Bonds (as defined below) and (ii) the most recent Interest Payment Date to which interest has been paid or duly provided for.

Payment of the interest on each Interest Payment Date will be made to the Person whose name appears on the bond registration books of The Bank of New York Mellon Trust Company, N.A., as bond trustee (such entity and any successors being referred to herein as the "Bond Trustee"), under the Indenture (as defined below), as the Holder thereof as of the close of business on the Record Date (as defined in the Indenture) for each Interest Payment Date, such interest to be paid by check mailed by first class mail to such Holder at its address as it appears on such registration books, or, upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of 2018A Taxable Bonds, submitted to the Bond Trustee at least one Business Day (as defined in the Indenture) prior to the Record Date, by wire transfer in immediately available funds to an account within the United States designated by such Holder.

The principal or Redemption Price (as defined in the Indenture) hereof shall be payable by check or by wire transfer of immediately available funds in lawful money of the United States [Signature Page – Series 2018A Taxable Indenture] of America at the corporate trust operations office of the Bond Trustee. Notwithstanding the

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foregoing, as long as Cede & Co. is the Holder of the 2018A Taxable Bonds in Book-Entry It is the Corporation's intent that redemption allocations made by DTC be made on a pro Form, said principal or Redemption Price and interest payments will be made to Cede & Co. by rata pass-through distribution of principal basis as described above. However, the Corporation wire transfer in immediately available funds. All payments by the Corporation in respect of the can provide no assurance that DTC, DTC's direct and indirect participants or any other 2018A Taxable Bonds will be made after the deduction or withholding of any taxes required by intermediary will allocate the redemption of Bonds on such basis. If the DTC operational law to be deducted or withheld. Interest on the 2018A Taxable Bonds will be calculated on the arrangements do not allow for the redemption of the Bonds on a pro rata pass-through basis of a 360-day year consisting of twelve 30-day months. The 2018A Taxable Bonds shall be distribution of principal basis as discussed above, the Bonds will be selected for redemption, in delivered in the form of fully registered bonds in denominations of $1,000 and any integral accordance with DTC procedures, by lot. multiple thereof. Notice of redemption will be mailed by the Bond Trustee by first class mail, not less than Indenture. This bond is one of a duly authorized series of bonds of the Corporation 20 days, nor more than 45 days prior to the redemption date, to the respective Holders of any designated "Indiana University Health, Inc. Obligated Group Taxable Bonds, Series 2018A" (the Bonds designated for redemption at their addresses appearing on the bond registration books of "2018A Taxable Bonds"), aggregating ______Dollars ($XXX) in principal amount, the Bond Trustee. If the Bonds are no longer held by the Securities Depository or its successor or duly issued by the Corporation under and pursuant to the Trust Indenture dated as of April 1, substitute, the Bond Trustee shall also give notice of redemption by overnight mail to such 2018, by and between the Corporation and the Bond Trustee, as the same may be amended and securities depositories and/or securities information services as shall be designated in a supplemented (the "Indenture"). The 2018A Taxable Bonds, together with any Additional Bonds certificate of the Corporation. Each notice of redemption shall state the date of such notice, the (as defined in the Indenture), are referred to herein as the "Bonds." The terms of the Bonds date of issue of the Bonds, the series, the redemption date, the method of calculating the Make- include those stated in the Indenture, and the Bonds are subject to all such terms. Whole Redemption Price, if applicable, the interest rate, the place or places of redemption (including the name and appropriate address or addresses of the Bond Trustee), the maturity Reference is made hereby to the Indenture for a description of the funds, revenues and (including CUSIP number, if any), and, in the case of Bonds to be redeemed in part only, the charges pledged thereunder, the nature and extent of the security created or to be created, and the portion of the principal amount thereof to be redeemed. Each such notice will also state that on rights, limitations of rights, obligations, duties and immunities of the Corporation, the Bond said date there will become due and payable on each of said Bonds the Redemption Price thereof Trustee and the holders of the Bonds, which are incorporated herein by this reference. By the or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed acceptance of this bond, the holder hereof assents to all of the provisions of the Indenture. in part only, together with interest accrued thereon to the redemption date, and that from and Provisions of the Indenture control to the extent inconsistent with the provisions of this bond. after such redemption date interest thereon shall cease to accrue, and shall require that such Certified copies of the Indenture are on file at the Designated Office of the Bond Trustee. Bonds be then surrendered.

Capitalized terms used herein but not defined herein have the meanings assigned to them Failure by the Bond Trustee to give notice as described above to any one or more of the in the Indenture. securities information services or depositories designated by the Corporation, or the insufficiency of any such notice will not affect the sufficiency of the proceedings for redemption. Failure by Redemption. The Bonds are subject to optional redemption prior to their stated maturity, the Bond Trustee to mail notice of redemption to any one or more of the respective Holders of upon written direction of the Corporation or the Credit Group Representative, in whole or in part any Bonds designated for redemption will not affect the sufficiency of the proceedings for on any Business Day, at the Redemption Price, together with accrued interest to the date fixed redemption with respect to the Holders to whom such notice was mailed. for redemption, as described in the Indenture. The Corporation or the Credit Group Representative may instruct the Bond Trustee to Whenever provision is made in the Indenture for the redemption of less than all of the provide conditional notice of redemption, which may be conditioned upon the receipt of moneys Bonds of a maturity, the Bond Trustee shall select the Bonds to be redeemed from all Bonds or any other event. If such conditions are not met, the Bond Trustee is to give notice, as soon subject to redemption or such given portion thereof not previously called for redemption, pro rata thereafter as practicable, in the same manner, to the same Persons, as notice of such redemption in any manner that is customary in the industry; provided, the Corporation or the Credit Group was given pursuant to the Indenture and as described above. Additionally, any such conditional Representative may select the maturity if there is more than one maturity then outstanding. notice may be rescinded by written notice given to the Bond Trustee by the Corporation or the Credit Group Representative no later than five Business Days prior to the date specified for If the Bonds are registered in book-entry only form and so long as DTC or a successor redemption. The Bond Trustee will give notice of such rescission, as soon thereafter as securities depository is the sole registered owner of the Bonds, if less than all of the Bonds of a practicable, in the same manner, to the same Persons, as notice of such redemption was given. maturity are called for prior redemption, the particular Bonds or portions thereof to be redeemed shall be selected on a pro rata pass-through distribution of principal basis in accordance with Upon surrender of any Bond redeemed in part only, the Bond Trustee shall provide a DTC procedures, provided that, so long as the Bonds are held in book-entry form, the selection replacement Bond in a principal amount equal to the portion of such Bond not redeemed, and for redemption of such Bonds shall be made in accordance with the operational arrangements of deliver it to the registered owner thereof. The Bond so surrendered shall be cancelled by the DTC then in effect. Bond Trustee as provided herein. The Corporation and the Bond Trustee shall be fully released

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and discharged from all liability to the extent of payment of the redemption price for such partial This Bond shall not be valid or become obligatory for any purpose or be entitled to any redemption. benefit or security under the Indenture until it shall have been authenticated by the execution by the Bond Trustee of the certificate of authentication endorsed hereon. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the date fixed for redemption on, the This Bond is a general obligation of the Corporation and the payment obligations with Bonds (or portion thereof) so called for redemption being held by the Bond Trustee, on the date respect to this Bond are further evidenced by the Series 2018A Obligation issued under the fixed for redemption designated in such notice, the Bonds (or portion thereof) so called for Amended and Restated Master Trust Indenture, dated as of April 1, 2018 (as supplemented and redemption shall become due and payable at the Redemption Price and interest accrued thereon amended from time to time), between the Obligated Group and The Bank of New York Mellon to the date fixed for redemption, interest on the Bonds so called for redemption shall cease to Trust Company, N.A., as master trustee (the "Master Indenture"), which is secured equally and accrue, said Bonds (or portion thereof) shall cease to be entitled to any benefit or security under ratably under the Master Indenture with all other Obligations of the Obligated Group, except as this Indenture, and the Holders of said Bonds shall have no rights in respect thereof except to otherwise provided in the Master Indenture. receive payment of said Redemption Price and accrued interest to the date fixed for redemption from funds held by the Bond Trustee for such payment. All Bonds redeemed pursuant to the By its acquisition of this Bond, each purchaser and subsequent transferee thereof will be provisions of the Indenture shall be cancelled by the Bond Trustee upon surrender thereof and deemed to have represented and warranted, on each day from the date on which such purchaser delivered to, or upon the order of, the Corporation. or transferee, as applicable, acquires its interest in such Bond through and including the date on which such purchaser or transferee, as applicable, disposes of its interest in such Bond, either The Bonds are subject to purchase in lieu of redemption by the Bond Trustee at the that (a) it is not, and is not acting on behalf of, or with the assets of, a Benefit Plan, or an Other direction of the Corporation or the Credit Group Representative prior to maturity on the same Plan subject to Other Law that is substantially similar to the provisions of Section 406 of ERISA terms that would apply to the Bonds if the Bonds were then being optionally redeemed. or Section 4975 of the Code or (b) its acquisition, holding and disposition or transfer of a bond do not and will not constitute or result in a non-exempt prohibited transaction under Section 406 Governing Law. This bond shall be governed by and construed in accordance with the of ERISA or Section 4975 of the Code (or, in the case of an Other Plan, a non-exempt violation laws of the State of Indiana. under any Other Law). Any purported purchase or transfer of such Bond, or any interest therein to a purchaser or transferee that does not comply with the requirements specified in the Permitted Amendments. The Indenture and the rights and obligations of the Corporation applicable documents will be of no force and effect and shall be null and void ab initio. and of the Holders of the Bonds and the Bond Trustee may be modified or amended from time to time and at any time as provided, and subject to the limitations set forth, in the Indenture. [Remainder of this page left blank intentionally]

It is hereby certified and recited that any and all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Indenture, and that the amount of this Bond, together with all other Bonds (if any) is not in excess of the amount of Bonds permitted to be issued under the Indenture.

Nothing in the Indenture or in the Bonds, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or otherwise in the assets of the Corporation or any other Obligated Group Member other than in any interest of the Corporation in the Indenture Fund and/or the amounts on deposit therein and as provided in the Indenture. No recourse for the payment of the principal or Redemption Price of or interest on any Bond, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation in the Indenture or in any Supplemental Indenture or in any Bond, or because of the creation of any indebtedness represented thereby, shall be had against any employee, agent, or officer, as such, past, present or future, of the Corporation or of any successor entity, either directly or through any successor entity, or any other Obligated Group Member, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Bonds.

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IN WITNESS WHEREOF, the Credit Group Representative, for itself and on behalf of [FORM OF CERTIFICATE OF AUTHENTICATION] the Obligated Group, has caused this bond to be executed by its duly authorized officer as of the Authentication Date specified above. This is one of the Bonds described in the within mentioned Indenture, and this Bond has been registered on the date set forth below. INDIANA UNIVERSITY HEALTH, INC., for itself and as Credit Group Representative on behalf Date of authentication: April __, 2018 of the Obligated Group Members THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Bond Trustee By: Jennifer M. Alvey, Senior Vice President and Chief Financial Officer By: Authorized Officer

By: John D. Huesing, Vice President and

Treasurer

[Series 2018A Taxable Bond]

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EXHIBIT B

ERISA PROVISIONS

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code generally prohibit certain transactions between employee benefit plans under ERISA or tax-qualified retirement plans under the Code, (collectively, the "Plans") and persons who, with respect to a Plan, are fiduciaries or other "parties in interest" within the meaning of ERISA or "disqualified persons" within the meaning of the Code. In addition, each fiduciary of a Plan (a "Plan Fiduciary") must give appropriate consideration to the facts and circumstances that are relevant to an investment in the Bonds, including the roles that such an investment in the Bonds would play in the Plan's overall investment portfolio. Each Plan Fiduciary, before deciding to invest in the Bonds, must be satisfied that such investment in the Bonds is a prudent investment for the Plan, that the investments of the Plan, including the investment in the Bonds, are diversified so as to minimize the risk of large losses and that an investment in the Bonds complies with the documents of the Plan and related trust, to the extent such documents are consistent with ERISA. All Plan Fiduciaries, in consultation with their advisers, should carefully consider the impact of ERISA and the Code on an investment in any Bond, including the applicability to such investment of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code or similar laws.

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APPENDIX D

FORM OF AMENDED AND RESTATED MASTER TRUST INDENTURE

THE AMENDED AND RESTATED MASTER TRUST INDENTURE IS EXPECTED TO BE EXECUTED AND DELIVERED ON THE DATE OF ISSUANCE OF THE BONDS IN SUBSTANTIALLY THE FORM ATTACHED TO THIS APPENDIX D.

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TABLE OF CONTENTS [FORM OF:] Page

ARTICLE I

DEFINITIONS AND INTERPRETATION AMENDED AND RESTATED MASTER TRUST INDENTURE Section 1.01. Definitions...... 2 Section 1.02. Interpretation ...... 19 ______Section 1.03. References to Master Indenture ...... 19 Section 1.04. Contents of Certificates and Opinions; Use of GAAP ...... 19 INDIANA UNIVERSITY HEALTH, INC. ARTICLE II

AUTHORIZATION AND ISSUANCE OF MASTER INDENTURE OBLIGATIONS and Section 2.01. Authorization of Obligations ...... 20 Section 2.02. Issuance of Obligations ...... 20 Section 2.03. Appointment of Credit Group Representative ...... 21 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Section 2.04. Execution and Authentication of Obligations ...... 21 as Master Trustee Section 2.05. Conditions to the Issuance of Obligations ...... 21

ARTICLE III

PAYMENTS WITH RESPECT TO MASTER INDENTURE OBLIGATIONS; OBLIGATED GROUP COVENANTS

Section 3.01. Payment of Required Payments ...... 22 Section 3.02. Transfers from Designated Affiliates ...... 24 Dated as of April 1, 2018 Section 3.03. Designation of Designated Affiliates ...... 24 Section 3.04. Membership in Obligated Group ...... 25 Section 3.05. Withdrawal from Obligated Group ...... 26 Section 3.06. Covenants of Corporate Existence, Maintenance of Properties, Etc ...... 27 Section 3.07. Gross Receivables Pledge ...... 27 Amending and Restating the Section 3.08. Covenant Against Encumbrances ...... 28 Master Trust Indenture Section 3.09. Debt Service Coverage ...... 29 dated as of December 1, 1996, as previously supplemented and amended Section 3.10. Merger, Consolidation, Sale or Conveyance ...... 30 Section 3.11. Limitation on Disposition of Assets ...... 31 Section 3.12. Limitation on Indebtedness ...... 31 Section 3.13. Filing of Financial Statements, Certificate of No Default, Other Information ...... 31 Section 3.14. Insurance ...... 33

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TABLE OF CONTENTS TABLE OF CONTENTS (continued) (continued) Page Page ARTICLE IV ARTICLE VII

DEFAULT AND REMEDIES SATISFACTION AND DISCHARGE

Section 4.01. Events of Default ...... 33 Section 7.01. Satisfaction and Discharge of Master Indenture ...... 50 Section 4.02. Acceleration; Annulment of Acceleration ...... 34 Section 7.02. Payment of Obligations After Discharge of Lien ...... 51 Section 4.03. Additional Remedies and Enforcement of Remedies ...... 35 Section 7.03. Replacement Master Indenture ...... 51 Section 4.04. Application of Moneys After Default ...... 36 ARTICLE VIII Section 4.05. Remedies Not Exclusive ...... 38 Section 4.06. Remedies Vested in the Master Trustee ...... 38 MISCELLANEOUS PROVISIONS Section 4.07. Master Trustee to Represent Holders ...... 38 Section 4.08. Holders’ Control of Proceedings ...... 38 Section 8.01. Limitation of Rights ...... 52 Section 4.09. Termination of Proceedings ...... 38 Section 8.02. Severability ...... 52 Section 4.10. Waiver of Event of Default ...... 38 Section 8.03. Holidays ...... 52 Section 4.11. Appointment of Receiver ...... 39 Section 8.04. Credit Enhancer Deemed Holder of Obligation ...... 53 Section 4.12. Remedies Subject to Provisions of Law ...... 39 Section 8.05. Governing Law ...... 53 Section 4.13. Notice of Default ...... 39 Section 8.06. Counterparts ...... 53 Section 8.07. Immunity of Individuals ...... 53 ARTICLE V Section 8.08. Binding Effect ...... 53

Section 8.09. Notices ...... 53 THE MASTER TRUSTEE

Section 5.01. Certain Duties and Responsibilities ...... 40 APPENDIX A – EXISTING PERMITTED LIENS ...... A-1 Section 5.02. Certain Rights of Master Trustee ...... 41 APPENDIX B – LIST OF INITIAL MEMBERS OF THE CREDIT GROUP ...... B-1 Section 5.03. Right to Deal in Obligations and Related Bonds ...... 44 APPENDIX C – LIST OF EXISTING RELATED SUPPLEMENTS ...... C-1 Section 5.04. Removal and Resignation of the Master Trustee ...... 44 Section 5.05. Compensation and Reimbursement ...... 45 Section 5.06. Recitals and Representations ...... 46 Section 5.07. Separate or Co-Master Trustee ...... 46 Section 5.08. Merger or Consolidation ...... 47

ARTICLE VI

SUPPLEMENTS AND AMENDMENTS

Section 6.01. Supplements Not Requiring Consent of Holders ...... 47 Section 6.02. Supplements Requiring Consent of Holders ...... 48 Section 6.03. Execution and Effect of Supplements ...... 50 Section 6.04. Amendment of Related Supplements ...... 50

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THIS AMENDED AND RESTATED MASTER TRUST INDENTURE, dated as of proportionate benefit of the respective holders from time to time of Obligations issued hereunder, April 1, 2018 and effective on the Effective Date as defined herein, (this “Amended and Restated and do hereby amend and restate the Existing Master Indenture in its entirety to read, as follows: Master Indenture”), by and among INDIANA UNIVERSITY HEALTH, INC. an Indiana nonprofit corporation (the “Corporation”), and THE BANK OF NEW YORK MELLON TRUST ARTICLE I COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America and being qualified to accept and administer the trusts hereby DEFINITIONS AND INTERPRETATION created (as more specifically defined herein, the “Master Trustee”), Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in W I T N E S S E T H: this Section shall, for all purposes of this Master Indenture and of any supplemental indenture issued hereafter and of any certificate, opinion or other document herein mentioned, have the WHEREAS, the Corporation is a Member of the Obligated Group and the Obligated meanings herein specified, equally applicable to both singular and plural forms of any of the Group Agent under that certain Master Trust Indenture dated as of December 1, 1996, between terms herein defined. the Corporation (formerly Clarian Health Partners, Inc., an Indiana nonprofit corporation), and the Master Trustee (as successor to Bank One, Indianapolis, NA) (as amended and supplemented “Accountant” means any independent auditors or certified public accountant or firm of to the day immediately preceding the Effective Date (as defined herein), the “Existing Master such auditors or accountants selected by the Credit Group Representative. Indenture”), for the purpose of providing for the issuance from time to time of Obligations (as defined herein) hereunder to provide for the financing or refinancing of health care facilities and “Affiliate” means a corporation, limited liability company, partnership, joint venture, research facilities or for other lawful and proper corporate purposes; and association, business trust or similar entity organized under the laws of the United States of America or any state thereof which directly, or indirectly through one or more intermediaries, WHEREAS, the Corporation wishes to amend and restate the Existing Master Indenture controls, is controlled by (or is under common control with) any Credit Group Member. in its entirety in order to simplify and enhance the clarity of the Existing Master Indenture, and provide additional operational flexibility to the Members of the Obligated Group, consistent with “Annual Debt Service” means for each Fiscal Year the sum (without duplication) of the the current and evolving business conditions, and the Existing Master Indenture is permitted to aggregate amount of principal and interest scheduled to become due and payable in such Fiscal be amended and restated effective on the Effective Date as defined herein to provide for the Year on all Long-Term Indebtedness of the Credit Group then Outstanding (by scheduled continued issuance of Obligations of the Members of the Obligated Group; and maturity, acceleration, mandatory redemption or otherwise, but not including purchase price becoming due as a result of mandatory or optional tender or put), less (1) any amounts of such WHEREAS, on the Effective Date, Indiana University Health Tipton Hospital, Inc., an principal or interest to be paid during such Fiscal Year from (a) the proceeds of Indebtedness or Indiana nonprofit corporation (“Tipton”), desires to become a Designated Affiliate as provided in (b) moneys or Government Obligations subject to an Irrevocable Deposit for the purpose of this Amended and Restated Master Indenture; and paying such principal or interest and (2) any Debt Service Subsidy in such Fiscal Year; provided, however, that if an Identified Financial Product Agreement has been entered into by any Credit WHEREAS, all acts and things necessary to make and to constitute this Amended and Group Member with respect to Long-Term Indebtedness and the counterparty thereto has not Restated Master Indenture a valid indenture and agreement according to its terms have been done defaulted in the payment obligations thereunder, interest on such Long-Term Indebtedness shall and performed, and this Master Indenture has in all respects been duly authorized, and the be included in the calculation of Annual Debt Service by including for each Fiscal Year an Corporation, in the exercise of the legal rights and powers vested in it, executes this Amended amount equal to the amount of interest payable on such Long-Term Indebtedness in such Fiscal and Restated Master Indenture and the Members of the Obligated Group may make, execute, Year at the rate or rates stated in such Long-Term Indebtedness plus any Financial Product issue and deliver one or more Obligations secured hereunder; and Payments under an Identified Financial Product Agreement payable in such Fiscal Year minus any Financial Product Receipts under an Identified Financial Product Agreement receivable in WHEREAS, the Master Trustee has agreed to accept and administer this Master such Fiscal Year. Indenture and the trusts it creates on and after the Effective Date; “Authorized Representative” means with respect to each Credit Group Member, its chief NOW, THEREFORE, in consideration of the premises, of the acceptance by the Master executive officer, president, chief financial officer, chief legal officer, secretary, assistant Trustee of the trusts hereby created, and of the giving of consideration for and acceptance of the secretary, treasurer or any other person designated as an Authorized Representative of such Obligations issued hereunder by the holders thereof, and for the purpose of fixing and declaring Credit Group Member by a Certificate of that Credit Group Member signed by its chief the terms and conditions upon which such Obligations are to be issued, authenticated, delivered executive officer, president, or chief financial officer and filed with the Master Trustee. and accepted by all persons who shall from time to time be or become holders thereof, the Members of the Obligated Group, covenant and agree with the Master Trustee for the equal and “Balloon Indebtedness” means Long-Term Indebtedness, 20% or more of the principal of which (calculated as of the date of issuance) becomes due during any period of 12 consecutive

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months, absent acceleration, if such maturing principal amount is not required to be amortized Section 54AA of the Code with respect to Indebtedness of such Credit Group Member or Related below such percentage by mandatory redemption prior to such 12-month period. Bonds, or any similar federal or state program providing for payment to a Credit Group Member (or a Related Bond Issuer on behalf of a Credit Group Member) of all or a portion of debt service “Book Value” means, when used in connection with Property, Plant and Equipment or on Indebtedness of a Credit Group Member. other Property of any Credit Group Member, the value of such property, net of accumulated depreciation, as it is carried on the books of the Credit Group Member in conformity with “Default” means an event that, with the passage of time or the giving of notice or both, GAAP, and when used in connection with Property, Plant and Equipment or other Property of would become an Event of Default. the Credit Group, means the aggregate of the values so determined with respect to such Property of each Credit Group Member determined in such a way that no portion of such value of “Designated Affiliate” means any Person which has been so designated by the Credit Property of any Credit Group Member is included more than once. Group Representative in accordance with Section 3.03 (including any Person designated as an “Obligated Group Affiliate” under the Existing Master Indenture) so long as such Person has not “Certificate,” “Statement,” “Request,” “Consent” or “Order” of any Credit Group been further designated by the Credit Group Representative as no longer being a Designated Member or of the Master Trustee means, respectively, a written certificate, statement, request, Affiliate in accordance with Section 3.03. consent or order signed in the name of such Credit Group Member by its Authorized Representative or in the name of the Master Trustee by its Responsible Officer. Any such “Effective Date” means April __, 2018. instrument and supporting opinions or certificates, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or certificate and the two or more so “Electronic Mail” means a notice, request or other communication sent by email; combined shall be read and construed as a single instrument. If and to the extent required by provided that for purpose of this Master Indenture, an e-mail does not constitute a notice, request Section 1.04 hereof, each such instrument shall include the statements provided for in or other communication hereunder, but rather the portable document format or similar Section 1.04. attachment to such e-mail shall constitute a notice, request or other communication hereunder.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the “Electronic Means” means telecopy, facsimile transmission, e-mail transmission, secure regulations promulgated thereunder. electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Master Trustee, or another method or system specified by the “Controlling Member” means the Obligated Group Member designated by the Credit Master Trustee as available for use in connection with its services hereunder. Group Representative to establish and maintain control over a Designated Affiliate. “Event of Default” means any of the events specified in Section 4.01 hereof. “Corporate Trust Office” means the office of the Master Trustee at which its corporate trust business is conducted, which at the date hereof is located at 300 North Meridian Street, “Existing Related Supplements” means those supplemental indentures under that certain Suite 910, Indianapolis, Indiana 46204, Attention: Corporate Trust; (facsimile: (317) 637-9820). Master Trust Indenture dated as of December 1, 1996, between the Corporation (formerly Clarian Health Partners, Inc., an Indiana nonprofit corporation), and the Master Trustee (as “Corporation” means Indiana University Health, Inc., an Indiana nonprofit corporation, successor to Bank One, Indianapolis, NA) that are in force and effect on the Effective Date and and its successors and assignees. which are listed in APPENDIX C.

“Credit Group” or “Credit Group Members” means all Obligated Group Members and “Fair Market Value,” when used in connection with Property, means the fair market Designated Affiliates. value of such Property as determined by either:

“Credit Group Financial Statements” has the meaning set forth in Section 3.13. (a) an appraisal of the portion of such Property which is real property and the permanent improvements thereof made within five years of the date of determination by a “Credit Group Representative” means the Corporation or such other Credit Group “Member of the Appraisal Institute” and an appraisal of any material portion of such Property Member (or Credit Group Members acting jointly) as may have been designated pursuant to which is not real property made within five years of the date of determination by any expert written notice to the Master Trustee executed by all of the Obligated Group Members. qualified in relation to the subject matter, provided that any such appraisal shall be performed by an Independent Consultant, adjusted for the period, not in excess of five years, from the date of “Debt Service Coverage Ratio” means, for any period of time, the ratio determined by the last such appraisal for changes in the implicit price deflator for the gross national product as dividing Income Available for Debt Service by Annual Debt Service. reported by the United States Department of Commerce or its successor agency, or if such index is no longer published, such other index certified to be comparable and appropriate in an “Debt Service Subsidy” means direct subsidy payments payable to a Credit Group Officer’s Certificate delivered to the Master Trustee; Member (or a Related Bond Issuer on behalf of a Credit Group Member) pursuant to

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D-2

(b) a bona fide offer for the purchase of such Property made on an arm’s- “Government Obligations” means: (1) direct obligations of the United States of America length basis within six months of the date of determination, as established by an Officer’s (including obligations issued or held in book-entry form on the books of the Department of the Certificate; or Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America; (c) an Authorized Representative of the Credit Group Representative (whose (2) obligations issued or guaranteed by any state or any agency, department or instrumentality of determination shall be made in good faith and set forth in an Officer’s Certificate filed with the the United States of America or any state if the obligations issued or guaranteed by such entity Master Trustee) if the fair market value of such Property is less than or equal to the greater of ten are rated in one of the two highest Rating Categories of a Rating Agency; (3) certificates which million dollars ($10,000,000) or 10% of cash and equivalents as shown on the Credit Group evidence ownership of the right to the payment of the principal of and interest on obligations Financial Statements. described in clauses (1) and/or (2), provided that such obligations are held in the custody of a bank or trust company in a special account separate from the general assets of such custodian; “Financial Product Agreement” means any interest rate exchange agreement, hedge or and (4) obligations the interest on which is excluded from gross income for purposes of federal similar arrangement, including, inter alia, an interest rate swap, asset swap, a constant maturity income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, and the timely swap, a forward or futures contract, cap, collar, option, floor, forward or other hedging payment of the principal of and interest on which is fully provided for by the deposit in trust of agreement, arrangement or security, direct funding transaction or other derivative, however cash and/or obligations described in clauses (1), (2) and/or (3). denominated and whether entered into on a current or forward basis, excluding however commodity (including power) forward purchase agreements. “Government and Industry Restrictions” means any federal, state or other applicable governmental law or regulations (including income tax limitations which must be respected to “Financial Product Extraordinary Payments” means any payments required to be paid to a preserve the exempt status of the applicable Person, eligibility of a Person for benefits under any counterparty by a Credit Group Member pursuant to a Financial Product Agreement in state, local or federal subsidy or exemption program, or conditions imposed specifically on the connection with the termination thereof, tax gross-up payments, expenses, default interest, and Credit Group Members of the Credit Group Members’ facilities), or any general industry any other payments or indemnification obligations to be paid to a counterparty by a Credit Group standards or general industry conditions affecting any Credit Group Member and its health care Member under a Financial Product Agreement, which payments are not Financial Product or research facilities or other licensed facilities placing restrictions and limitations on the Payments. (i) rates, fees, research funding and charges to be fixed, charged or collected by any Credit Group Member, (ii) rates, fees, research funding and charges to be fixed, charged and collected “Financial Product Payments” means regularly scheduled payments required to be paid to by the Credit Group Members, or (iii) the amount or timing of the receipt of such revenues. a counterparty by a Credit Group Member pursuant to a Financial Product Agreement and excluding Financial Product Extraordinary Payments. “Gross Receivables” means all of the accounts, chattel paper, instruments and payment intangibles (all as defined in the UCC) of each Obligated Group Member, as are now in “Financial Product Receipts” means regularly scheduled payments required to be paid to existence or as may be hereafter acquired and the proceeds thereof; excluding, however, (1) all a Credit Group Member by a counterparty pursuant to a Financial Product Agreement. Restricted Moneys and (2) all accounts or payment intangibles consisting of or arising from patents and royalties. “Fiscal Year” means the period beginning on January 1 of each year and ending on the next succeeding December 31, or any other twelve-month period hereafter designated by the “Guaranty” means any obligation of any Credit Group Member guaranteeing, directly or Credit Group Representative as the fiscal year of the Credit Group. indirectly, any obligation of any other Person which would, if such other Person were a Credit Group Member, constitute Indebtedness. “GAAP” means accounting principles generally accepted in the United States of America, consistently applied. “Holder” means the registered owner of any Obligation in registered form or the bearer of any Obligation in coupon form which is not registered or is registered to bearer or the party or “Governing Body” means, when used with respect to any Credit Group Member, its parties to any contractual obligation designated to be an Obligation set forth in a related board of directors, board of trustees or other board or group of individuals in which all of the Supplement and identified therein as the party to whom payment is due thereunder or the powers of such Credit Group Member are vested, except for those powers reserved to the “holder” thereof. corporate membership of such Credit Group Member by the articles of incorporation or bylaws of such Credit Group Member. “Identified Financial Product Agreement” means one or more Financial Product Agreements identified to the Master Trustee in a Certificate of the Credit Group Representative “Government Issuer” means any municipal corporation, political subdivision, state, as having been entered into by a Credit Group Member with a Qualified Provider with respect to territory or possession of the United States, or any constituted authority or agency or Indebtedness (which is either then-Outstanding or to be issued after the date of such Certificate) instrumentality of any of the foregoing empowered to issue obligations on behalf thereof, which obligations would constitute Related Bonds hereunder.

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identified in such Certificate, with a notional amount not in excess of the principal amount of (k) any Financial Product Extraordinary Payments or similar payments on any such Indebtedness. hedging, derivative, interest rate exchange or similar contract that does not constitute a Financial Product Agreement; “Immaterial Affiliates” means Persons (i) that are not Members of the Credit Group; and (ii) whose total revenues or unrestricted net assets (or net worth, as applicable), as shown in their (l) unrealized gains or losses from the write-down, reappraisal or revaluation financial statements for their most recent fiscal year, represented, in the aggregate, less than 20% of assets; of the combined or consolidated total revenues or unrestricted net assets of the Credit Group, as shown on the Credit Group Financial Statements, plus the total revenues or unrestricted net (m) other nonrecurring items of any extraordinary nature which do not involve assets of such Persons (as if they were Members of the Credit Group for such period), for the the receipt, expenditure or transfer of assets; or most recently completed Fiscal Year of the Credit Group. (n) any gains or losses or revenues or expenses attributable to transactions “Income Available for Debt Service” means, with respect to the Credit Group as to any between any Credit Group Member or any other Credit Group Member; period of time, excess of revenues over expenses before depreciation, amortization, and interest expense (including Financial Product Payments and Financial Product Receipts on Identified provided, however, at the option of the Credit Group Representative, net realized gains and Financial Product Agreements), as determined in accordance with GAAP and as shown on the losses from the sale of investments may be included in the computation of Income Available for Credit Group Financial Statements, provided that no determination thereof shall take into Debt Service on the basis of the average annual amount of those gains and losses for the three account: Fiscal Years immediately preceding the computation date (rather than including the actual amount of net realized gains and losses from the sale of investments for the period for which a (a) gifts, grants, bequests, donations or contributions, to the extent computation is being made). (i) temporarily restricted by the donor specifically for capital purposes or (ii) permanently restricted by the donor specifically to a particular purpose other than (1) payment of principal of, “Indebtedness” means any Guaranty (other than any Guaranty by any Credit Group redemption premium and interest on Indebtedness, (2) release into unrestricted funds, or (3) Member of Indebtedness of any other Credit Group Member) and any obligation of any Credit payment of operating expenses; Group Member (a) for repayment of borrowed money, (b) with respect to capital or finance leases or (c) under installment sale agreements; provided, however, that if more than one Credit (b) the net proceeds of casualty insurance and condemnation awards; Group Member shall have incurred or assumed a Guaranty of a Person other than a Credit Group Member, or if more than one Credit Group Member shall be obligated to pay any obligation, for (c) any gain or loss resulting from the extinguishment of Indebtedness; purposes of any computations or calculations under this Master Indenture such Guaranty or obligation shall be included only one time. Financial Product Agreements, trade payables, (d) any gain or loss resulting from the sale, exchange or other disposition of accrued expenses in the normal course of business, physician income guaranties or other assets not in the ordinary course of business; credit/funding extension, any obligation to reimburse a bond insurer, financial institution or other Person which has guaranteed or otherwise assured the performance of a Member’s obligations (e) any gain or loss resulting from any discontinued operations; under a Financial Products Agreement, or any obligation to repay moneys deposited by patients or others with a Obligated Group Member as security for or as prepayment of the cost of patient (f) any gain or loss resulting from pension terminations, settlements or care, or any rights of residents of life care, elderly housing or similar facilities to endowment or curtailments; similar funds deposited by or on behalf of such residents, shall not constitute Indebtedness.

(g) any unusual charges for employee severance; “Independent Consultant” means a firm (but not an individual) selected by a Credit Group Member which (1) does not have any direct financial interest or any material indirect (h) non-cash adjustments to the value of assets or liabilities resulting from financial interest in any Credit Group Member (other than the agreement or agreements pursuant changes in GAAP; to which such firm is retained), (2) is not connected with any Credit Group Member as an officer (i) unrealized gains or losses on investments, including “other than or employee, and (3) in the good faith opinion of the Credit Group Member making such temporary” declines in Book Value; selection, is qualified to pass upon questions relating to the financial affairs of organizations similar to the Credit Group or facilities of the type or types operated by the Credit Group and has (j) gains or losses resulting from changes in valuation of any hedging, the skill and experience necessary to render the particular opinion or report required by the derivative, interest rate exchange or similar contract (including Financial Product Agreements); provision hereof in which such requirement appears.

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D-3

“Initial Designated Affiliates” means the corporations listed on Schedule B attached “Master Indenture” means the Existing Master Indenture, as amended and restated by this hereto. Amended and Restated Master Indenture, as the same may from time to time hereafter be further amended or supplemented in accordance with the terms hereof. “Initial Obligated Group Members” means the corporations listed on Schedule B attached hereto. “Master Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, and, subject to the “Interim Indebtedness” means Indebtedness with an original maturity not in excess of limitations contained in Section 5.07, any other corporation or association that may be co-trustee five years, the proceeds of which are to be used to provide interim financing for capital with the Master Trustee, and any successor or successors to said trustee or co-trustee in the trusts improvements in anticipation of the issuance of Long-Term Indebtedness. created hereunder.

“Irrevocable Deposit” means the irrevocable deposit in trust of cash in an amount, or “Material Credit Group Members” means the Credit Group Members whose total Government Obligations or other securities permitted for such purpose pursuant to the terms of revenues or unrestricted net assets, in the aggregate, as shown on their financial statements for the documents governing the payment of or discharge of Indebtedness, the principal of and their most recently completed fiscal year, were, in the aggregate, equal to or greater than 80% of interest on which will be an amount, and under terms sufficient to pay all or a portion of the the total revenues or unrestricted net assets of the entire Credit Group, as shown on the Credit principal of, premium, if any, and interest on, as the same shall become due, any such Group Financial Statements for the most recently completed Fiscal Year of the Credit Group. Indebtedness which would otherwise be considered Outstanding. The trustee of such deposit may be the Master Trustee, a Related Bond Trustee or any other trustee or escrow agent authorized to “Maximum Annual Debt Service” means the greatest amount of Annual Debt Service act in such capacity. becoming due and payable in any Fiscal Year including the Fiscal Year in which the calculation is made or any subsequent Fiscal Year; provided, however, that for the purposes of computing “LIBOR” means the rate for deposits in U.S. dollars with one-month maturity as Maximum Annual Debt Service: published by Reuters (or such other service as may be nominated by the British Bankers Association, for the purpose of displaying London interbank offered rates for U.S. dollar (a) with respect to a Guaranty, (i) if the Credit Group Members have made a deposits) as of 11:00 A.M., London time, on the date of determination, except that, if such rate is payment pursuant to such Guaranty, 100% of the Annual Debt Service (calculated as if such not then available, LIBOR means a rate reasonably determined by or on behalf of the Credit Person were a Credit Group Member) guaranteed by the Credit Group Members under the Group Representative (i) on the basis of published rates at which deposits in U.S. dollars for a Guaranty shall be included in the calculation of Annual Debt Service in the year in which such one-month maturity and in a principal amount of at least U.S. $1,000,000 are offered at payment was made and for two Fiscal Years thereafter, (ii) if the Credit Group Members have approximately 11:00 A.M., London time, on the date of determination, to prime banks in the not made a payment pursuant to such Guaranty, and the principal amount of all Guaranties on London interbank market, (ii) on the basis of the then-current Secured Overnight Funding Rate which the Credit Group Members have not made a payment is less than $25,000,000 in the published by the Federal Reserve Bank of New York, or (iii) on the basis of another current aggregate, then no portion of the amounts guaranteed by the Credit Group Members under such index rate selected by the Credit Group Representative in its reasonable discretion. Guaranty shall be included in the calculation of Annual Debt Service, and (iii) otherwise, there shall be included in the calculation of Annual Debt Service a percentage of the Annual Debt “Lien” means any mortgage or pledge of, or security interest in, or lien or encumbrance Service (calculated as if such Person were a Credit Group Member) guaranteed by the Credit on, any Property of a Credit Group Member (i) which secures any Indebtedness or any other Group Members under the Guaranty, based on the ratio of Income Available for Debt Service of obligation of such Credit Group Member or (ii) which secures any obligation of any Person other the Person whose indebtedness is guaranteed by the Credit Group Member (calculated as if such than a Credit Group Member, and excluding liens applicable to Property in which a Credit Group Person were a Credit Group Member), over the Annual Debt Service of such Person (calculated Member has only a leasehold interest unless the lien secures Indebtedness of that Credit Group as if such Person were a Credit Group Member) (the “Ratio”). The applicable percentage of Member. Annual Debt Service on such indebtedness shall be included in the calculation of Annual Debt Service, as follows: “Limited Designated Affiliate” means a Designated Affiliate which has been identified by the Credit Group Representative as a Limited Designated Affiliate pursuant to Section 3.03(b) Percentage of Annual Debt Service hereof. on such Ratio Indebtedness to be Included “Long-Term Indebtedness” means Indebtedness having an original stated maturity of Less than 2.0 20% greater than one year (for avoidance of doubt, classification of Indebtedness under GAAP shall 2.0 or greater 0% not be controlling for purposes of determining whether Indebtedness is Long-Term Indebtedness). (b) if interest on Long-Term Indebtedness is payable pursuant to a variable interest rate formula (or if Financial Product Payments under an Identified Financial Product

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Agreement or Financial Product Receipts under an Identified Financial Product Agreement are “Nonrecourse Indebtedness” means any Indebtedness which is not a general obligation of determined pursuant to a variable rate formula), the interest rate on such Long-Term the obligor of such Indebtedness and which is secured by a Lien on Property, Plant and Indebtedness (or the variable rate formula for such Financial Product Payments under an Equipment acquired or constructed with the proceeds of such Indebtedness, liability for which is Identified Financial Product Agreement or Financial Product Receipts under an Identified effectively limited to the Property, Plant and Equipment subject to such Lien with no recourse, Financial Product Agreement) for periods when the actual interest rate cannot yet be determined absent extraordinary events such as fraud, insolvency or waste, directly or indirectly, to any other shall be assumed to be equal to (i) if such Long-Term Indebtedness (or Identified Financial Property of any Credit Group Member. Product Agreement) was Outstanding during the 12 calendar months immediately preceding the date of calculation, an average of the interest rates per annum which were in effect, and (ii) if “Obligated Group” means all Obligated Group Members. such Long-Term Indebtedness (or Identified Financial Product Agreement) was not Outstanding during the 12 calendar months immediately preceding the date of calculation, at the election of “Obligated Group Member” or “Member” means each Person that is obligated hereunder the Credit Group Representative, either (x) an average of the SIFMA Index, or LIBOR (if from and after the date upon which such Person joins the Obligated Group, but excluding any taxable), during the 12 calendar months immediately preceding the date of calculation or (y) an Person which withdraws from the Obligated Group to the extent and in accordance with the average of the interest rates per annum which would have been in effect for any 12 consecutive provisions of Section 3.05 hereof, from and after the date of such withdrawal. calendar months during the 18 calendar months immediately preceding the date of calculation, as specified in a Certificate of the Credit Group Representative or, at the sole option of the Credit “Obligation” means any obligation of the Obligated Group issued pursuant to Group Representative, such interest rate as shall be specified in a written statement from an Section 2.02 hereunder, as a joint and several obligation of each Obligated Group Member, investment banking or financial advisory firm selected by the Credit Group Representative; which may be in any form set forth in a Related Supplement, including, but not limited to, bonds, notes, obligations, debentures, reimbursement agreements, loan agreements, guarantees, (c) if moneys or Government Obligations have been deposited in an Financial Product Agreements or leases. Reference to a Series of Obligations or to Obligations of Irrevocable Deposit with a trustee or escrow agent in an amount, together with earnings thereon, a Series means Obligations or Series of Obligations issued pursuant to a single Related sufficient to pay all or a portion of the principal of or interest on Long-Term Indebtedness as it Supplement. comes due, such principal or interest, as the case may be, to the extent provided for, shall not be included in computations of Maximum Annual Debt Service; “Officer’s Certificate” means a certificate signed by an Authorized Representative of the Credit Group Representative. (d) debt service on Long-Term Indebtedness incurred to finance capital improvements shall be included in the calculation of Maximum Annual Debt Service only in “Opinion of Bond Counsel” means a written opinion signed by an attorney or firm of proportion to the amount of interest on such Long-Term Indebtedness which is payable in the attorneys experienced in the field of public finance whose opinions are generally accepted by then current Fiscal Year from sources other than proceeds of such Long-Term Indebtedness purchasers of bonds issued by or on behalf of a Government Issuer. (other than proceeds deposited in debt service reserve funds) held by a trustee or escrow agent “Opinion of Counsel” means a written opinion signed by a reputable and qualified for such purpose; and attorney or firm of attorneys who may be counsel for (including the internal legal department of) (e) with respect to Balloon Indebtedness or Interim Indebtedness, such the Credit Group Representative or any Member of the Credit Group. Balloon Indebtedness or Interim Indebtedness may be treated, at the sole option of the Credit “Outstanding,” when used with reference to Indebtedness or Obligations, means, as of Group Representative, as Long-Term Indebtedness bearing interest at an interest rate equal to any date of determination, all Indebtedness or Obligations theretofore issued or incurred and not either (i) a fixed rate derived from the historical average, in the most recent five calendar year paid and discharged other than (1) Obligations theretofore cancelled by the Master Trustee or period, of the SIFMA Index, as determined by an Officer’s Certificate as of the date of delivered to the Master Trustee for cancellation or otherwise deemed paid in accordance with the calculation, or (ii) such interest rate as shall be specified in a written statement from an terms hereof, (2) Obligations in lieu of which other Obligations have been authenticated and investment banking or financial advisory firm selected by the Credit Group Representative, and delivered or which have been paid pursuant to the provisions of a Related Supplement regarding with substantially level debt service or other specified amortization over a period of up to mutilated, destroyed, lost or stolen Obligations unless proof satisfactory to the Master Trustee 30 years (which period and amortization schedule shall be designated by the Credit Group has been received that any such Obligation is held by a bona fide purchaser, (3) any Obligation Representative) from the date of calculation. held by any Credit Group Member and (4) Indebtedness deemed paid and no longer outstanding “Merger Transaction” has the meaning set forth in Section 3.10. pursuant to the terms thereof; provided, however, that if two or more obligations which constitute Indebtedness represent the same underlying obligation (as when an Obligation secures “New Group” means such Persons who agree to (i) become jointly and severally an issue of Related Bonds and another Obligation secures repayment obligations to a bank under obligated under a Replacement Master Indenture for any obligations thereunder, and (ii) a letter of credit which secures such Related Bonds) for purposes of calculating compliance with otherwise comply with the provisions of such Replacement Master Indenture. the various financial covenants contained herein, but only for such purposes, only one of such

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D-4

Obligations shall be deemed Outstanding and the Obligation so deemed to be Outstanding shall (d) Any Lien in favor of the Master Trustee securing all Outstanding be that Obligation which produces the greatest amount of Annual Debt Service to be included in Obligations equally and ratably; the calculation of such covenants. (e) Liens arising by reason of good faith deposits with any Credit Group “Parity Financial Product Extraordinary Payments” means Financial Product Member in connection with leases of real estate, bids or contracts (other than contracts for the Extraordinary Payments that (1) are with respect to a Financial Product Agreement secured or payment of money), deposits by any Credit Group Member to secure public or statutory evidenced by an Obligation and (2) have been specified to be payable on a parity with Financial obligations, or to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for Product Payments in the Related Supplement authorizing the issuance of such Obligation. the payment of taxes or assessments or other similar charges;

“Permitted Liens” means and include: (f) Any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or body created or approved by law or governmental (a) Any judgment lien or notice of pending action against any Credit Group regulation as a condition to the transaction of any business or the exercise of any privilege or Member so long as the judgment or pending action is being contested and execution thereon is license, or to enable any Credit Group Member to maintain self-insurance or to participate in any stayed or while the period for responsive pleading has not lapsed; funds established to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, pension or profit sharing plans or other similar social security plans, or (b) (i) Rights reserved to or vested in any municipality or public authority by to share in the privileges or benefits required for companies participating in such arrangements; the terms of any right, power, franchise, grant, license, permit or provision of law, affecting any Property, to (A) terminate such right, power, franchise, grant, license or permit, provided that the (g) Any Lien arising by reason of any escrow or reserve fund established to exercise of such right would not materially impair the use of such Property or materially and pay debt service or the redemption price or purchase price of Indebtedness; adversely affect the Value thereof, or (B) purchase, condemn, appropriate or recapture, or designate a purchase of, such Property; (ii) any liens on any Property for taxes, assessments, (h) Any Lien in favor of a trustee on the proceeds of Indebtedness prior to the levies, fees, water and sewer charges, and other governmental and similar charges and any liens application of such proceeds; of mechanics, materialmen, laborers, suppliers or vendors for work or services performed or materials furnished in connection with such Property, which are not delinquent, or the amount or (i) Liens on moneys deposited by patients or others with any Credit Group validity of which are being contested and execution thereon is stayed or, with respect to liens of Member as security for or as prepayment for the cost of patient care; mechanics, materialmen and laborers, have been due and payable or which are not delinquent, or the amount or validity of which, are being contested or, with respect to liens of mechanics, (j) Liens on Property received by any Credit Group Member through gifts, materialmen and laborers, have been due for less than 60 days, or the amount or validity of grants, bequests or research grants, such Liens being due to restrictions or rights reserved on which are being contested; (iii) easements, rights-of-way, servitudes, restrictions and other minor such gifts, grants, bequests or research grants or the income thereon, up to the Fair Market Value defects, encumbrances, and irregularities in the title to any Property which do not materially of such Property; impair the use of such Property or materially and adversely affect the Value thereof; (iv) easements, exceptions or reservations for the purpose of ingress and egress, parking, (k) Rights of the United States of America, including, without limitation, the pipelines, telephone lines, telegraph lines, power lines and substations, roads, streets, alleys, Federal Emergency Management Agency (“FEMA”) or the State of Indiana, by reason of FEMA highways, railroad purposes, drainage, sewerage, dikes, canals, laterals, ditches, removal of oil, and other federal and State of Indiana funds made available to any Credit Group Member of the gas, coal or other minerals, and other similar matters, including joint use agreements, which do Credit Group under federal or State of Indiana statutes; not materially interfere with the use or operation of the subject Property for its intended purpose; (l) Liens on Property securing Indebtedness incurred to refinance and (v) rights reserved to or vested in any municipality or public authority to control or regulate Indebtedness previously secured by a Lien on such Property, provided that (i) the amount of such any Property or to use such Property in any manner, which rights do not materially impair the new Indebtedness does not exceed the amount of such refinanced Indebtedness, (ii) the Property use of such Property in any manner, or materially and adversely affect the Value thereof; securing such Indebtedness is not materially increased, and (iii) the obligor with respect to such (c) Any Lien described in APPENDIX A to this Master Indenture which is Indebtedness, whether direct or contingent, is not changed; existing on the date of execution hereof or as APPENDIX A may be supplemented upon addition (m) Liens granted by a Credit Group Member to another Credit Group of a Credit Group Member with respect to Liens existing on the Property of such additional Member; Credit Group Member, provided that no such Lien (or the amount of Indebtedness or other obligations secured thereby) may be increased, extended, renewed or modified to apply to any (n) Liens securing Nonrecourse Indebtedness; Property of any Credit Group Member not subject to such Lien on such date, unless such Lien as so extended, renewed or modified otherwise qualifies as a Permitted Lien;

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(o) Liens consisting of purchase money security interests (as defined in the (z) Liens resulting from deposits to secure bids from or the performance of UCC) and lessors’ interest in capitalized leases; another party with respect to contracts incurred in the ordinary course of business of a Member (other than contracts creating or evidencing an extension of credit to the depositor or otherwise (p) Liens on the Credit Group Members’ accounts receivable securing for the payment of Indebtedness); Indebtedness in an amount not to exceed 30% of the Credit Group Members’ aggregate net patient accounts receivable and grant and other receivables, as shown on the Credit Group (aa) Present or future zoning laws, ordinances or other laws or regulations Financial Statements for the most recent year for which such financial statements are available restricting the occupancy, use or enjoyment of Property, Plant and Equipment of any Credit immediately prior to the incurrence of such Indebtedness; Group Member which, in the aggregate, are not substantial in amount, and which do not in any case materially impair the use of such Property, Plant and Equipment for the purposes for which (q) Liens on revenues constituting rentals in connection with any other Lien it is used or could reasonably be expected to be held or used; permitted hereunder on the Property from which such rentals are derived; (bb) Any Lien on Property due to the rights of third-party payors for (r) The lease or license of the use of a part of the Credit Group Members’ recoupment of amounts paid to any Credit Group Member; facilities for use in performing professional or other services necessary for the proper and economical operation of such facilities in accordance with customary business practices in the (cc) Any Lien existing for not more than 10 days after the Credit Group industry; Member shall have received notice thereof unless the Credit Group Member is contesting such Lien in good faith; (s) Liens created on amounts deposited by a Credit Group Member pursuant to a security annex or similar document to collateralize obligations of such Member under a (dd) Any other Lien on Property provided that the Value of all Property Financial Product Agreement; encumbered by all Liens permitted as described in this clause (dd) does not exceed 30% of the Value of all Property of the Credit Group Members, calculated at the time of creation of such (t) Liens junior to Liens in favor of the Master Trustee; Lien; and

(u) Liens in favor of banking or other depository institutions arising as a (ee) Restrictions imposed in connection with the incurrence of Indebtedness matter of law encumbering the deposits of any Credit Group Member held in the ordinary course permitted under this Master Indenture required to be imposed under applicable law in connection of business by such banking institution (including any right of setoff or statutory bankers’ liens) with such indebtedness such as regulatory agreements required under the Code for multifamily so long as such deposit account is not established or maintained for the purpose of providing rental bonds or required in connection with mortgage insurance provided by state or federal such Lien, right of setoff or bankers’ lien; governmental entities.

(v) UCC financing statements filed with the Secretary of State of the State (or (ff) Liens on Property of a Credit Group Member created by the Definitive such other office maintaining such records) in connection with an operating lease entered into by Health Care Resources Consolidation Agreement, dated May 2, 1996, among The Trustees of any Credit Group Member in the ordinary course of business so long as such financing statement Indiana University, Methodist Health Group, Inc., Methodist Hospital of Indiana, Inc. and the does not evidence the grant of any Lien other than a Permitted Lien; Corporation, as amended on or prior to the Effective Date (the “Definitive Agreement”), including but not limited to the MHI Lease and the University Hospitals Lease (each as defined (w) Rights of tenants under leases or rental agreements pertaining to Property, in the Definitive Agreement). Plant and Equipment owned by any Credit Group Member so long as the lease arrangement is in the ordinary course of business of the Member, including without limitation rentals of housing to “Person” means an individual, corporation, limited liability company, firm, association, graduate and other students and rooms rented to hospice patients and families; partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. (x) Deposits of Property by any Credit Group Member to meet regulatory requirements for a governmental workers’ compensation, unemployment insurance or social “Property” means any and all rights, titles and interests in and to any and all assets of any security program, including any Lien imposed by ERISA; Credit Group Member, whether real or personal, tangible or intangible and wherever situated, other than Restricted Moneys. (y) Deposits to secure the performance of another party with respect to a bid, trade contract, statutory obligation, surety bond, appeal bond, performance bond or lease, and “Property, Plant and Equipment” means all Property of any Credit Group Member which other similar obligations incurred in the ordinary course of business of a Member; is considered property, plant and equipment of such Credit Group Member.

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D-5

“Qualified Provider” means any financial institution or insurance company or corporation “Responsible Officer” means, when used with respect to the Master Trustee, any vice which is a party to a Financial Product Agreement if (i) the unsecured long-term debt obligations president, assistant vice president, senior associate, associate or authorized representative in its of such provider (or of the parent or a subsidiary of such provider if such parent or subsidiary Public Finance Group or similar group administering the trusts hereunder or any other officer of guarantees or otherwise assures the performance of such provider under such Financial Product the Master Trustee customarily performing functions similar to those performed by the persons Agreement), or (ii) obligations secured or supported by a letter of credit, contract, guarantee, who at the time shall be such officers, respectively, or to whom any corporate trust matter is agreement, insurance policy or surety bond issued by such provider (or such guarantor or referred because of such person’s knowledge of and familiarity with the particular subject. assuring parent or subsidiary), are rated in one of the three highest Rating Categories of a Rating Agency at the time of the execution and delivery of the Financial Product Agreement (or on the “Restricted Moneys” means the proceeds of any grant (including without limitation any Effective Date in the case of Financial Product Agreements entered into prior to the Effective government grant), gift, bequest, contribution or other donation (and, to the extent subject to the Date). applicable restrictions, the investment income derived from the investment of such proceeds) specifically restricted by the donor or grantor to an object or purpose inconsistent with their use “Rating Agency” means Fitch Inc., Moody’s Investors Service, Inc., S&P Global for the payment of Required Payments and for which the restriction has not been met. Ratings, and any other national rating agency then rating Obligations or Related Bonds. “SIFMA Index” means, on any date, a rate determined on the basis of the seven-day high “Rating Category” means a generic securities rating category, without regard to any grade market index of tax-exempt variable rate demand obligations, as produced by Municipal refinement or gradation of such rating category by a numerical modifier, outlook or otherwise. Market Data and published or made available by the Securities Industry & Financial Markets Association (“SIFMA”) or any Person acting in cooperation with or under the sponsorship of “Related Bond Indenture” means any indenture, bond resolution, trust agreement or other SIFMA or if such index is no longer available “SIFMA Index” shall refer to an index selected by comparable instrument pursuant to which a series of Related Bonds are issued. the Credit Group Representative, with the advice of an investment banking or financial services firm knowledgeable in health care matters. “Related Bond Issuer” means the Government Issuer of any issue of Related Bonds. “State” means the State of Indiana. “Related Bonds” means the revenue bonds or other obligations (including, without limitation, installment sale or lease obligations evidenced by certificates of participation) issued “Subordinated Indebtedness” means Long-Term Indebtedness specifically subordinated by any Government Issuer, the proceeds of which are loaned or otherwise made available to a as to payment and security to the payment of all Required Payments and other obligations of the Credit Group Member in consideration of the execution, authentication and delivery of an Credit Group Members under this Master Indenture. Obligation or Obligations to or for the order of such Government Issuer. “Surviving Entity” has the meaning set forth in Section 3.10. “Related Bond Trustee” means the trustee and its successors in the trusts created under any Related Bond Indenture, and if there is no such trustee, means the Related Bond Issuer. “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 “Related Supplement” means an indenture supplemental to, and authorized and executed the Code and exempt from federal income taxes under Section 501(a) of the Code (other than the pursuant to the terms of, this Master Indenture. tax on unrelated business income under Section 511 of the Code), or corresponding provisions of federal income tax laws from time to time in effect. “Replacement Master Indenture” means a master trust indenture entered into by a New Group and a master trustee that, inter alia, (i) provides that all Outstanding Obligations shall be “Total Revenues” means, for the period of calculation in question, the sum of operating deemed to be a note or obligation issued under and entitled to the security and benefits of such revenue (including net patient service revenue, premium revenue and other revenue and Replacement Master Indenture, without the necessity of any amendment, exchange or nonoperating gains (losses), but excluding realized and unrealized gains on investments), as replacement of such Obligation(s); or (ii) provides for the exchange or replacement of all shown on the Credit Group Financial Statements for the most recent Fiscal Year. Outstanding Obligations with notes or obligations issued under and entitled to the benefits of such Replacement Master Indenture. “Transaction Test” means, with respect to any specified transaction, that (i) no Event of Default or Default then exists; and (ii) the ratio determined by dividing Income Available for “Required Payment” means any payment, whether at maturity, by acceleration, upon Debt Service by Annual Debt Service for the most recent Fiscal Year, giving effect to the proceeding for redemption or otherwise, including without limitation, Financial Product proposed transaction on a pro forma basis as though the same were effective as of the first day of Payments, Financial Product Extraordinary Payments and the purchase price of Related Bonds such Fiscal Year, would be not less than 1.1:1.0 (based upon Credit Group Financial Statements tendered or deemed tendered for purchase pursuant to the terms of a Related Bond Indenture, for the most recent Fiscal Year and other financial statements necessary or appropriate to prepare required to be made by any Obligated Group Member pursuant to any Related Supplement or the pro forma calculations referenced above). any Obligation.

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“UCC” means the Uniform Commercial Code of the State, as amended from time to time. hereof, but different officers, counsel, accountants or Independent Consultants may certify as to different matters. “Value,” when used with respect to Property, means the aggregate value of all such Property, with each component of such Property valued, at the option of the Credit Group (c) Unless stated otherwise, where the character or amount of any asset or Representative, at either its Fair Market Value or its Book Value. liability or item of income or expense is required to be determined or any consolidation, combination or other accounting computation is required to be made for the purposes of this Section 1.02. Interpretation. Master Indenture or any agreement, document or certificate executed and delivered in connection with or pursuant to this Master Indenture, such determination or computation shall be done in (a) Any reference herein to any officer of a Credit Group Member shall accordance with GAAP in effect on, at the sole option of the Credit Group Representative, (i) the include those succeeding to the functions, duties or responsibilities of such officer pursuant to or date such determination or computation is made for any purpose of this Master Indenture or by operation of law or who are lawfully performing the functions of such officer. (ii) the date of execution and delivery of this Master Indenture if the Credit Group Representative delivers an Officer’s Certificate to the Master Trustee describing why then- (b) Unless the context otherwise indicates, words of the masculine gender current GAAP is inconsistent with the intent of the parties on the date of execution and delivery shall be deemed and construed to include correlative words of the feminine and neuter genders. of this Master Indenture; provided that the requirements set forth herein shall prevail if The singular shall include the plural and vice versa. inconsistent with GAAP. In all cases, intercompany balances and liabilities among the Credit Group Members shall be disregarded. For avoidance of doubt, it is the intent of the parties on the (c) Headings of Articles and Sections herein and the table of contents hereto date of execution and delivery of this Master Indenture that any operating lease, as defined by are solely for convenience of reference, and do not constitute a part hereof and shall not affect the Financial Accounting Standards Board on the date of execution and delivery of this Master the meaning, construction or effect hereof. Indenture, and any renewal of such operating lease, shall be governed in accordance with GAAP Section 1.03. References to Master Indenture. The terms “hereby,” “hereof,” “hereto,” in effect on the date of execution and delivery of this Master Indenture and shall not be treated as “herein,” “hereunder,” and any similar terms, used in this Master Indenture refer to this Master the incurrence of Indebtedness or the disposition of Property, unless otherwise elected by the Indenture. Credit Group Representative.

Section 1.04. Contents of Certificates and Opinions; Use of GAAP. ARTICLE II

(a) Every Certificate or opinion provided for herein with respect to AUTHORIZATION AND ISSUANCE OF MASTER INDENTURE OBLIGATIONS compliance with any provision hereof shall include: (a) a statement that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating Section 2.01. Authorization of Obligations. Each Obligated Group Member hereby thereto; and (b) a brief statement as to the nature and scope of the examination or investigation authorizes to be issued from time to time Obligations or Series of Obligations, without limitation upon which the certificate or opinion is based. as to amount, except as provided herein or as may be limited by law, and subject to the terms, conditions and limitations established herein and in any Related Supplement. The Obligations (b) Any such Certificate or opinion made or given by an officer of an previously issued pursuant to the Existing Related Supplements and Outstanding on the Effective Obligated Group Member or the Master Trustee may be based on such officer’s knowledge and, Date shall continue in force and effect in accordance with their respective terms. insofar as it relates to legal, accounting or health care matters, upon a Certificate or opinion or representation of counsel, an accountant or Independent Consultant unless such officer knows, or Section 2.02. Issuance of Obligations. From time to time when authorized by this in the exercise of reasonable care should have known, that the Certificate, opinion or Master Indenture and subject to the terms, limitations and conditions established in this Master representation with respect to the matters upon which such Certificate or opinion may be based, Indenture or in a Related Supplement, the Credit Group Representative may authorize the as aforesaid, is erroneous. Any such Certificate, opinion or representation made or given by issuance of an Obligation or a Series of Obligations by entering into a Related Supplement. The counsel, an accountant or an Independent Consultant, may be based, insofar as it relates to Obligation or the Obligations of any such Series may be issued and delivered to the Master factual matters (with respect to which information is in the possession of an Obligated Group Trustee for authentication upon compliance with the provisions hereof and of any Related Member) upon the Certificate or opinion of, or representation by an officer of an Obligated Supplement. Group Member unless such counsel, accountant or Independent Consultant knows that the Each Related Supplement authorizing the issuance of an Obligation or a Series of Certificate, opinion of or representation by such officer, with respect to the factual matters upon Obligations shall specify the purposes for which such Obligation or Series of Obligations are which such Person’s Certificate or opinion may be based, is erroneous. The same officer of an being issued; the form, title, designation, manner of numbering or denominations, if applicable, Obligated Group Member or the same counsel or accountant or Independent Consultant, as the of such Obligations; the date or dates of maturity or other final expiration of the term of such case may be, need not certify as to all the matters required to be certified under any provision Obligations; the date of issuance of such Obligations; and any other provisions deemed advisable

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or necessary by the Credit Group Representative. Each Related Supplement authorizing the (a) The Credit Group Representative and the Master Trustee shall have issuance of an Obligation shall also specify and determine the principal amount of such entered into a Related Supplement providing for the terms and conditions of such Obligations Obligation (if any) for purposes of calculating the percentage of Holders of Obligations required and the repayment thereof; to take actions or give consents pursuant to this Master Indenture (which, if such Obligation does not evidence or secure Indebtedness, shall be equal to zero, except with respect to Article IV or (b) The Master Trustee receives an Officer’s Certificate to the effect that: any action which requires the consent of all of the Holders of Obligations). The designation of zero as a principal amount of an Obligation shall not in any manner affect the obligation of the (i) each Obligated Group Member is in full compliance with all Obligated Group Members to make Required Payments with respect to such Obligation. warranties, covenants and agreements set forth in this Master Indenture and in any Related Supplement; Section 2.03. Appointment of Credit Group Representative. Each Obligated Group Member, by becoming an Obligated Group Member, irrevocably appoints the Credit Group (ii) neither an Event of Default nor any event which with the passage Representative as its agent and attorney-in-fact and grants full power to the Credit Group of time or the giving of notice or both would become an Event of Default has Representative to execute (a) Related Supplements authorizing the issuance of Obligations or occurred and is continuing or would occur upon issuance of such Obligations under Series of Obligations and (b) Obligations. this Master Indenture or any Related Supplement; and

Section 2.04. Execution and Authentication of Obligations. (iii) all requirements and conditions, if any, to the issuance of such Obligations set forth in the Related Supplement have been satisfied; (a) All Obligations shall be executed by an Authorized Representative of the Credit Group Representative for and on behalf of the Obligated Group as provided in the Related (c) The Master Trustee receives an Opinion of Counsel, subject to customary Supplement authorizing such Obligation. The signatures of such Authorized Representative may qualifications and exceptions, to the effect that: be mechanically or photographically reproduced on the Obligations. If any Authorized Representative whose signature appears on any Obligation ceases to be such Authorized (i) such Obligations and Related Supplement have been duly Representative before delivery thereof, such signature shall remain valid and sufficient for all authorized, executed and delivered by the Credit Group Representative on behalf of purposes as if such Authorized Representative had remained in office until such delivery. Each the Obligated Group and constitute valid and binding obligations of the Obligated Obligation shall be manually authenticated by an authorized signatory of the Master Trustee, and Group, enforceable in accordance with their terms; and no Obligation shall be entitled to the benefits hereof without such authentication. (ii) such Obligations (or the placement thereof) are not subject to (b) The form of Certificate of Authentication to be printed on each Obligation registration under the Securities Act of 1933, as amended, and such Related and manually executed by an authorized signatory of the Master Trustee shall be as follows: Supplement is not subject to registration under the Trust Indenture Act of 1939, as amended (or that such registration, if required, has occurred); and [FORM OF MASTER TRUSTEE’S CERTIFICATE OF AUTHENTICATION] (d) The Credit Group Representative shall have delivered or caused to be The undersigned Master Trustee hereby certifies that this Obligation No. ___ is one of delivered to the Master Trustee such opinions, certificates, proceedings, instruments and other the Obligations described in the within mentioned Master Indenture. documents as the Master Trustee may (but is not obligated to) reasonably request.

Dated:______ARTICLE III

[Name of Master Trustee], PAYMENTS WITH RESPECT TO MASTER INDENTURE as Master Trustee OBLIGATIONS; OBLIGATED GROUP COVENANTS

By ______Section 3.01. Payment of Required Payments. Authorized Signatory (a) Each Obligated Group Member jointly and severally covenants to Section 2.05. Conditions to the Issuance of Obligations. The issuance, authentication promptly pay, or cause to be paid, all Required Payments at the place, on or before the dates and and delivery of any Obligation or Series of Obligations shall be subject to the following specific in the manner provided herein or in any Related Supplement or Obligation. Each Obligated conditions: Group Member acknowledges that the time of such payment and performance is of the essence for the Obligations hereunder. Each Obligated Group Member further covenants to faithfully

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observe and perform all of the conditions, covenants and requirements of this Master Indenture, Group Representative and the Master Trustee are each empowered to enforce each covenant and any Related Supplement and any Obligation. agreement of each Obligated Group Member hereunder and to enforce the making of Required Payments. Each Obligated Group Member hereby authorizes each of the Credit Group The obligation of each Obligated Group Member with respect to Required Payments shall Representative and the Master Trustee to enforce or refrain from enforcing any covenant or not be abrogated, prejudiced or affected by: agreement of the Obligated Group Members hereunder and to make any arrangement or compromise with any Obligated Group Member or Obligated Group Members as the Credit (i) the granting of any extension, waiver or other concession given to Group Representative or the Master Trustee may deem appropriate, consistent with this Master any Obligated Group Member by the Master Trustee or any Holder or by any Indenture and any Related Supplement. Each Obligated Group Member hereby waives in favor compromise, release, abandonment, variation, relinquishment or renewal of any of the of the Credit Group Representative and the Master Trustee all rights against the Credit Group rights of the Master Trustee or any Holder or anything done or omitted or neglected Representative, the Master Trustee and any other Obligated Group Member, insofar as is to be done by the Master Trustee or any Holder in exercise of the authority, power necessary to give effect to any of the provisions of this Section. and discretion vested in them by this Master Indenture, or by any other dealing or thing which, but for this provision, might operate to abrogate, prejudice or affect such Section 3.02. Transfers from Designated Affiliates. Subject to the provisions of 3.03(b) obligation; hereof with respect to Limited Designated Affiliates, each Controlling Member hereby covenants and agrees that it shall cause each of its Designated Affiliates to pay, loan or otherwise transfer (ii) the liability of any other Obligated Group Member under this to the Credit Group Representative such amounts as are necessary to enable the Obligated Group Master Indenture ceasing for any cause whatsoever, including the release of any other Members to comply with the provisions of this Master Indenture including without limitation the Obligated Group Member pursuant to the provisions of this Master Indenture or any provisions of Section 3.01; provided, however, that nothing herein shall be construed to require Related Supplement; any Controlling Member to cause its Designated Affiliate to pay, loan or otherwise transfer to the Credit Group Representative any amounts that constitute Restricted Moneys. (iii) any Obligated Group Member failing to become liable as, or losing eligibility to become, an Obligated Group Member with respect to an Obligation Section 3.03. Designation of Designated Affiliates. whether before or after the incurrence of an Obligation for the benefit of such Obligated Group Member; or (a) The Credit Group Representative by resolution of its Governing Body may from time to time designate Persons as Designated Affiliates in addition to the Initial Designated (iv) the validity or sufficiency (or any contest with respect thereto) of Affiliates. In connection with such designation, the Credit Group Representative shall designate the consideration given to support the obligations of the Obligated Group Members for each Designated Affiliate an Obligated Group Member to serve as the Controlling Member under this Master Indenture. for such Designated Affiliate. The Corporation shall be the initial Controlling Member for each of the Initial Designated Affiliates. The Credit Group Representative shall at all times maintain Subject to the provisions of Section 3.05 hereof permitting withdrawal from the an accurate and complete list of all Persons designated as Designated Affiliates (and of the Obligated Group, the obligation of each Obligated Group Member to make Required Payments is Controlling Members for such Designated Affiliates). When, as and if the complement of a continuing one and is to remain in effect until all Required Payments have been paid or deemed Designated Affiliates changes, the Credit Group Representative shall file notice thereof with the paid in full in accordance with Article VII hereof. All moneys from time to time received by the Master Trustee (and any Related Bond Issuer that shall request such list in writing) within 30 Credit Group Representative or the Master Trustee to reduce liability on Obligations, whether days of such change. from or on account of the Obligated Group Members or otherwise, shall be regarded as payments in gross without any right on the part of any one or more of the Obligated Group Members to (b) At the time of designation of a Designated Affiliate, the Credit Group claim the benefit of any moneys so received until the whole of the amounts owing on Obligations Representative may additionally designate such Designated Affiliate as a Limited Designated has been paid or satisfied and so that in the event of any such Obligated Group Member filing a Affiliate, or may from time to time by resolution of its Governing Body re-designate a bankruptcy petition, the Credit Group Representative or the Master Trustee shall be entitled to Designated Affiliate as a Limited Designated Affiliate. A Limited Designated Affiliate’s prove up the total indebtedness or other liability on Obligations Outstanding as to which the liability to transfer moneys or other assets to the Obligated Group shall be limited to such liability of such Obligated Group Member has become fixed. amount as shall be specified in an Officer’s Certificate delivered to the Master Trustee upon the designation of such Designated Affiliate as a Limited Designated Affiliate. The Credit Group Each Obligation shall be a primary obligation of the Obligated Group Members and shall Representative shall give each Rating Agency then rating (and each bond insurer then insuring) not be treated as ancillary to or collateral with any other obligation and shall be independent of any Obligations or Related Bonds thirty (30) days prior notice of any Designated Affiliate being any other security so that the covenants and agreements of each Obligated Group Member re-designated as a Limited Designated Affiliate. The Credit Group Representative by resolution hereunder shall be enforceable without first having recourse to any such security or source of of its Governing Body may from time to time re-designate a Limited Designated Affiliate as a payment and without first taking any steps or proceedings against any other Person. The Credit

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Designated Affiliate. The Credit Group Representative shall identify all Limited Designated (iii) irrevocably appoints the Credit Group Representative as its agent Affiliates in the list filed with the Master Trustee pursuant to Section 3.03(a). and attorney-in-fact and grants to the Credit Group Representative the requisite power and authority to execute Related Supplements authorizing the issuance of Obligations (c) Each Controlling Member shall cause each of its Designated Affiliates to or Series of Obligations and to execute and deliver Obligations; provide to the Credit Group Representative a resolution of its Governing Body accepting such Person’s designation as a Designated Affiliate and acknowledging the provisions of this Master (c) an Opinion of Counsel to the effect that (i) the proposed new Obligated Indenture which affect the Designated Affiliates. So long as such Person is designated as a Group Member has taken all necessary action to become an Obligated Group Member, and upon Designated Affiliate, the Controlling Member of such Designated Affiliate shall either execution of the Related Supplement, such proposed new Obligated Group Member will be (i) maintain, directly or indirectly, control of such Designated Affiliate to the extent necessary to bound by the terms of this Master Indenture, (ii) the addition of such Obligated Group Member cause such Designated Affiliate to comply with the terms of this Master Indenture, whether would not adversely affect the validity of any Obligation then Outstanding and (iii) (A) the through the ownership of voting securities, by contract, corporate membership, reserved powers addition of such Obligated Group Member will not cause any Obligations then Outstanding to be or the power to appoint corporate members, trustees or directors, or otherwise or (ii) execute and subject to registration under the Securities Act of 1933, as amended, or require the qualification have in effect such contracts or other agreements which the Credit Group Representative and the of any Related Bond Indenture, loan document or this Master Indenture or any Supplement under Controlling Member, in the judgment of their respective Governing Bodies, deem sufficient for the Trust Indenture Act of 1939, as amended, or any state securities law, or (B) that such Related the Controlling Member to cause such Designated Affiliate to comply with the terms of this Bond or Obligation has been so registered and such Related Bond Indenture, loan document or Master Indenture. Master Indenture or Supplement has been so qualified;

(d) Each Controlling Member hereby covenants and agrees that it will cause (d) an Officer’s Certificate to the effect that immediately after the addition of each of its Designated Affiliates to comply with any and all directives of the Controlling the proposed new Obligated Group Member, the Transaction Test would be satisfied; and Member given pursuant to the provisions of this Master Indenture. (e) so long as any Related Bonds that are tax-exempt obligations are (e) Any Person may cease to be a Designated Affiliate (and thus not subject to Outstanding, an Opinion of Bond Counsel to the effect that the addition of the proposed new the terms of this Master Indenture) provided that prior to such Person ceasing to be a Designated Obligated Group Member will not, in and of itself, result in the inclusion of interest on any Affiliate the Master Trustee receives: Related Bonds in gross income for purposes of federal income taxation.

(i) a resolution of the Governing Body of the Credit Group Section 3.05. Withdrawal from Obligated Group. Any Obligated Group Member may Representative declaring such Person no longer a Designated Affiliate; and withdraw from the Obligated Group and be released from further liability or obligation under the provisions of this Master Indenture, provided that prior to such withdrawal the Master Trustee (ii) an Officer’s Certificate to the effect that immediately following receives: such Person ceasing to be a Designated Affiliate neither a Default nor an Event of Default would exist. (a) an Officer’s Certificate to the effect that the Credit Group Representative has approved the withdrawal of such Obligated Group Member; Section 3.04. Membership in Obligated Group. Additional Obligated Group Members may be added to the Obligated Group from time to time, provided that prior to such addition the (b) an Officer’s Certificate to the effect that immediately following the Master Trustee receives: withdrawal of such Obligated Group Member, the Transaction Test would be satisfied;

(a) a copy of a resolution of the Governing Body of the proposed new (c) an Opinion of Counsel to the effect that (i) the withdrawal of such Obligated Group Member which authorizes the execution and delivery of a Related Supplement Obligated Group Member would not adversely affect the validity of any Obligation then and compliance with the terms of this Master Indenture; Outstanding, (ii) the withdrawal of such Credit Group Member will not cause this Master Indenture or any Obligations then Outstanding to be subject to registration under the Securities (b) a Related Supplement executed by the Credit Group Representative, the Act of 1933, as amended, or the Trust Indenture Act of 1939, as amended (or that any such new Obligated Group Member and the Master Trustee pursuant to which the proposed new registration, if required, has occurred) and (iii) that any applicable requirements relating to Obligated Group Member: Related Bonds have been satisfied or otherwise provided for; and

(i) agrees to become an Obligated Group Member, (d) so long as any Related Bonds that are tax-exempt obligations are Outstanding, an Opinion of Bond Counsel to the effect that the removal of such Obligated Group (ii) agrees to be bound by the terms of this Master Indenture, the Member will not, in and of itself, result in the inclusion of interest on any Related Bonds in gross Related Supplements and the Obligations, and income for purposes of federal income taxation.

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Upon compliance with the conditions contained in this Section 3.05, the Master Trustee (a) To secure its obligation to make Required Payments hereunder and its shall execute any documents reasonably requested by the withdrawing Obligated Group Member other obligations, agreements and covenants to be performed and observed hereunder, each to evidence the termination of such Obligated Group Member’s obligations hereunder, under all Obligated Group Member hereby grants to the Master Trustee security interests in the Gross Related Supplements and under all Obligations. Receivables to the extent the same may be pledged and a security interest granted therein under the UCC. In order to further secure the Obligations, each Obligated Group Member pledges for Section 3.06. Covenants of Corporate Existence, Maintenance of Properties, Etc. Each the benefit of Holders all monies and securities held from time to time by the Master Trustee Obligated Group Member agrees, and each Controlling Member agrees to cause each of its under this Master Indenture, including without limitation, monies and securities held in any fund Designated Affiliates: or account established under this Master Indenture, subject to any requirement that such monies or securities be applied only to specific purposes or assigned particular preference or priority. (a) Except as otherwise expressly provided herein, to preserve its corporate or other legal existence and all its material rights and licenses to the extent necessary in the (b) This Master Indenture shall be deemed a “security agreement” for operation of its business and affairs and to be qualified to do business in each jurisdiction where purposes of the UCC. its ownership of Property or the conduct of its business requires such qualification; provided, however, that nothing herein contained shall be construed to obligate it to retain or preserve any (c) The Master Trustee’s security interest in the Gross Receivables shall be of its material rights or licenses no longer used or useful in the conduct of its business or affairs. perfected, to the extent that such security interest may be so perfected, by the filing of financing statements which comply with the requirements of the UCC. Each Obligated Group Member (b) At all times to cause its material Property, Plant and Equipment to be shall execute and cause to be filed, in accordance with the requirements of the UCC, financing maintained, preserved and kept in good repair, working order and condition, reasonable wear and statements; and, from time to time thereafter, shall execute and cause to be filed such other tear, condemnation and casualty excepted, and all needed and proper repairs, renewals and documents (including, but not limited to, continuation statements as required by the UCC) as replacements thereof to be made; provided, however, that nothing contained in this subsection may be necessary or reasonably requested by the Master Trustee in order to perfect or maintain shall be construed to (i) prevent it from ceasing to operate any immaterial portion of its Property, perfected such security interests or give public notice thereof. Plant and Equipment, (ii) prevent it from ceasing to operate any material portion of its Property, Plant and Equipment if in its judgment it is advisable or desirable not to operate the same, or (d) Upon written request from the Credit Group Representative, the Master (iii) obligate it to retain, preserve, repair, renew or replace any Property, Plant and Equipment no Trustee shall execute any document necessary to effect the subordination of its security interest longer used or useful in the conduct of its business or which has been condemned or substantially in the Gross Receivables granted herein to security interests constituting Permitted Liens (other damaged by casualty, whether or not insured. than with respect to any Lien referenced in subparts (m) or (t) of the definition of Permitted Liens). (c) Not take any action that would result in the alteration or loss of its status as a Tax-Exempt Organization (if it is a Tax-Exempt Organization). The foregoing (e) Each Obligated Group Member shall notify the Master Trustee of any notwithstanding, any Credit Group Member that is a Tax-Exempt Organization may take actions change of name and change of address of its chief executive office and each Obligated Group which could result in the alteration or loss of its status as a Tax Exempt Organization if (i) prior Member shall execute and cause to be filed a new appropriate financing statement or an thereto there is delivered to the Master Trustee an Opinion of Bond Counsel to the effect that amendment in accordance with the requirements of the UCC, in order to maintain the perfected such action would not adversely affect the validity of any Related Bond, would not adversely security interest granted herein. affect the exclusion of interest on any Related Bond from gross income for federal income tax purposes and would not adversely affect the enforceability in accordance with its terms of this Section 3.08. Covenant Against Encumbrances. Master Indenture against any Credit Group Member and (ii) prior thereto there is delivered to the Master Trustee either (A) an Opinion of Counsel for such Credit Group Member to the effect that (a) Each Obligated Group Member agrees that it will not, and each such actions would not subject any Related Bond or any Obligation then Outstanding to Controlling Member agrees that it will not permit its Designated Affiliates to, create or suffer to registration under the Securities Act of 1933, as amended, or require the qualification of any be created or permit the existence of any Lien upon Property, now owned or hereafter acquired Related Bond Indenture, loan document or this Master Indenture or any Supplement under the by it, other than Permitted Liens. Each Obligated Group Member, respectively, further covenants Trust Indenture Act of 1939, as amended, or any state securities law, or (B) an Opinion of and agrees that if such a Lien (other than a Permitted Lien) is nonetheless created by someone Counsel that such Related Bond or Obligation has been so registered and such Related Bond other than a Credit Group Member and is assumed by any Credit Group Member, the Obligated Indenture, loan document or Master Indenture or Supplement has been so qualified. Group Member will make or cause to be made, or the Controlling Member will cause its Designated Affiliate to make or cause to be made, effective a provision whereby all Obligations Section 3.07. Gross Receivables Pledge. will be secured prior to any such Indebtedness or other obligation secured by such Lien.

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(b) Upon written request of the Credit Group Representative, the Master (f) Notwithstanding the foregoing, a Credit Group Member may permit the Trustee shall execute and deliver such releases, subordinations, requests for reconveyance, rendering of services or the use of its Property without charge or at reduced charges, at the termination statements or other instruments as may be reasonably requested by the Credit Group discretion of the Governing Body of such Credit Group Member, to the extent necessary for Representative in connection with (1) the disposition of Property in accordance with the maintaining its tax-exempt status or the tax-exempt status of its Property, Plant and Equipment provisions of Section 3.11 and the applicable provisions of any Related Supplement, (2) the or its eligibility for grants, loans, subsidies or payments from governmental entities, or in withdrawal of a Member pursuant to Section 3.05 and the applicable provisions of any Related compliance with any recommendation for free services that may be made by an Independent Supplement, and (3) the granting by a Credit Group Member of any Lien which constitutes a Consultant. Permitted Lien hereunder, as certified to the Master Trustee in writing by the Credit Group Representative. Section 3.10. Merger, Consolidation, Sale or Conveyance. Each Obligated Group Member covenants that it will not merge or consolidate with any other Person that is not an Section 3.09. Debt Service Coverage. Obligated Group Member or sell or convey all or substantially all of its assets to any Person that is not an Obligated Group Member (a “Merger Transaction”) unless: (a) Each Obligated Group Member agrees to manage its business such that the Debt Service Coverage Ratio, calculated at the end of each Fiscal Year, commencing with the (a) After giving effect to the Merger Transaction, first full Fiscal Year following the execution of this Master Indenture, shall not be less than 1.1:1.0. (i) the successor, purchaser or surviving entity (hereinafter, the “Surviving Entity”) is an Obligated Group Member, or (b) If for any Fiscal Year the Income Available for Debt Service is not sufficient to satisfy subsection (a) hereof, the Credit Group Representative covenants to retain, (ii) the Surviving Entity shall within six months of the filing of the financial statements, an Independent Consultant to make recommendations to increase Income Available for Debt Service in the following Fiscal Year to (A) be a corporation or other entity organized and existing the level required or, if in the opinion of the Independent Consultant the attainment of such level under the laws of the United States of America or any state thereof, and is impracticable, to the highest level attainable. (B) become an Obligated Group Member pursuant to (c) The Credit Group Representative agrees to transmit a copy of the report of Section 3.04 and, pursuant to the Related Supplement required by Section 3.04(b), the Independent Consultant to the Master Trustee within 20 days of the receipt of such shall expressly assume in writing the due and punctual payment of all Required recommendations. Each Obligated Group Member shall, promptly upon its receipt of such Payments of the disappearing Obligated Group Member hereunder; recommendations, subject to applicable requirements or restrictions imposed by law and to a good faith determination by the Governing Body of the Credit Group Representative that such (b) The Master Trustee receives an Officer’s Certificate to the effect that the recommendations are in the best interest of the Credit Group, take such action as shall be in Transaction Test is satisfied in connection with the Merger Transaction; substantial conformity with such recommendations. (c) So long as any Related Bonds that are tax-exempt obligations are (d) If the Obligated Group retains and substantially complies with the Outstanding, the Master Trustee receives an Opinion of Bond Counsel to the effect that, under recommendations of the Independent Consultant, the Obligated Group Members will be deemed the existing law, the consummation of the Merger Transaction, in and of itself, would not result to have complied with the covenants set forth in this Section for such Fiscal Year, in the inclusion of interest on such Related Bonds in gross income for purposes of federal income notwithstanding that the Debt Service Coverage Ratio shall be less than 1.1:1.0; provided, taxation; however, that an Event of Default shall exist if the Debt Service Coverage Ratio shall be less (d) The Master Trustee receives an Opinion of Counsel to the effect that (i) all than 1.0:1.0 for any two consecutive Fiscal Years. Notwithstanding the foregoing, the Obligated conditions in this Section 3.10 relating to the Merger Transaction have been complied with and Group Members shall not be excused from taking any action or performing any duty required the Master Trustee is authorized to join in the execution of any instrument required to be under this Master Indenture and no other Event of Default shall be waived by the operation of executed and delivered; (ii) the Surviving Entity meets the conditions set forth in this the provisions of this subsection (d). Section 3.10; (iii) the Merger Transaction will not adversely affect the validity of any (e) If a report of an Independent Consultant is delivered to the Master Trustee Obligations then Outstanding and such Obligations then Outstanding are enforceable against the that states that any Government and Industry Restrictions have been imposed which make it Surviving Entity in accordance with their respective terms; and (iv) (A) the Merger Transaction impossible for the Income Available for Debt Service to satisfy the requirement of subsection (a) would not subject any Obligations then Outstanding to registration under the Securities Act of hereof, then the required amount of Income Available for Debt Service shall be reduced to the 1933, as amended, or require the qualification of this Master Indenture or any Supplement under maximum coverage permitted by such Government and Industry Restrictions. the Trust Indenture Act of 1939, as amended, or any state securities law, or (B) that such

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Obligation has been so registered and such Master Indenture or Supplement has been so (B) shall be audited by an Accountant as having been prepared qualified; and in accordance with GAAP (except, in the case of special purpose financial statements, for required consolidations); (e) The Surviving Entity shall be substituted for its predecessor in interest in all Obligations and agreements then in effect which affect or relate to any Obligation, and the (C) shall include a consolidated or combined balance sheet, Surviving Entity shall execute and deliver to the Master Trustee appropriate documents in order statement of operations and changes in net assets; and to effect the substitution. (D) if more than one financial statement is delivered to the From and after the effective date of such substitution (as set forth in the above-mentioned Master Trustee pursuant to this subsection (b)(i), or if a single financial statement documents), the Surviving Entity shall be treated as an Obligated Group Member and shall is delivered that includes Persons other than Credit Group Members and thereafter have the right to participate in transactions hereunder relating to Obligations to the Immaterial Affiliates, each such financial statement shall contain, as “other same extent as the other Obligated Group Members. All Obligations issued hereunder on behalf financial information,” a combining or consolidating schedule from which of a Surviving Entity shall have the same legal rank and benefit under this Master Indenture as financial information solely relating to the Credit Group Members and Immaterial Obligations issued on behalf of any other Obligated Group Member. Affiliates may be derived.

Section 3.11. Limitation on Disposition of Assets. Except with respect to the sale, lease (ii) (A) If a single financial statement containing information solely or other disposition of assets that is part of a disposition of all or substantially all assets of an related to the Credit Group Members (which may, but need not, include any Obligated Group Member, which shall be governed by Section 3.10, any Credit Group Member Immaterial Affiliates) is delivered pursuant to clause (b)(i) above, such financial may make dispositions of any Property in any manner, without restriction. statement shall constitute the “Credit Group Financial Statements”.

Section 3.12. Limitation on Indebtedness. Any Credit Group Member may incur (B) If a single financial statement containing information Indebtedness, including, with respect to Obligated Group Members, Indebtedness evidenced by related solely to the Credit Group Members and, at the option of the Credit Group an Obligation, without restriction. Representative, any Immaterial Affiliates is not delivered pursuant to clause (b)(i) above, the Credit Group Representative shall prepare an unaudited balance Section 3.13. Filing of Financial Statements, Certificate of No Default, Other sheet and statement of operations for such Fiscal Year. The unaudited financial Information. statements shall be prepared as soon as practicable, but in no event more than 150 days after the last day of each Fiscal Year beginning with the Fiscal Year ending (a) Each Obligated Group Member covenants that it will keep, and each December 31, 2018, and shall be based on the accompanying unaudited Controlling Member covenants that it will cause its Designated Affiliates to keep, adequate combining or consolidating schedules delivered with the audited financial records and books of accounts in which complete and correct entries shall be made (said books statements described in clause (b)(i)(D) above. The unaudited financial statements shall be subject to the inspection of the Master Trustee during regular business hours after prepared in accordance with this clause (ii)(B) shall be the “Credit Group reasonable notice and under reasonable circumstances, provided the Master Trustee shall have no Financial Statements”. duty to so inspect). (C) The Credit Group Financial Statements: (b) The Credit Group Representative covenants and agrees that it will furnish to the Master Trustee and any Related Bond Issuer that shall request the same in writing: (1) shall include all Material Credit Group Members;

(i) As soon as practicable, but in no event more than 150 days after (2) at the option of the Credit Group Representative, may, but the last day of each Fiscal Year beginning with the Fiscal Year ending December 31, need not, include one or more Immaterial Affiliates as provided in 2018, one or more financial statements which, in the aggregate, shall include the subsection (c) below; Material Credit Group Members. Such financial statements: (3) at the option of the Credit Group Representative, may (A) may consist of (1) consolidated or combined financial exclude one or more Credit Group Members that are not Material Credit results including one or more Credit Group Members and one or more other Group Members; and Persons required to be consolidated or combined with such Credit Group Member(s) under GAAP or (2) special purpose financial statements including (4) shall exclude all combined or consolidated entities that are only Credit Group Members; neither Credit Group Members nor Immaterial Affiliates.

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(iii) At the time of the delivery of the Credit Group Financial principal amount of Outstanding Obligations (provided that if such failure can be remedied but Statements, a certificate of the chief financial officer, treasurer or similar position of not within such 60 day period, such failure shall not become an Event of Default for so long as the Credit Group Representative, stating that no event which constitutes an Event of the Credit Group Representative shall diligently proceed to remedy the failure). Default has occurred and is continuing as of the end of such Fiscal Year, or specifying the nature of such event and the actions taken and proposed to be taken by (d) Any Obligated Group Member shall default in the payment of the Members to cure such Event of Default. Indebtedness (other than (1) Subordinated Indebtedness, (2) Nonrecourse Indebtedness, and (3) Indebtedness secured by an Obligation, which shall be governed by subsection (a) of this (c) Notwithstanding the foregoing, the results of operation and financial Section) in an aggregate outstanding principal amount greater than 5% of the Total Revenues of position of Immaterial Affiliates need not be excluded from financial statements delivered to the the Credit Group, and any grace, notice and/or cure period for such payment shall have expired; Master Trustee pursuant to this Section, and such results of operation and financial position may provided, however, that such default shall not constitute an Event of Default within the meaning be considered as if they were a portion of the results of operation and financial position of the of this Section if, within 60 days (or such longer period as the Master Trustee approves in Credit Group Members for all purposes of this Master Indenture notwithstanding the inclusion of writing) or within the time allowed for service of a responsive pleading if any proceeding to the results of operation and financial position of such Immaterial Affiliates. The Master Trustee enforce payment of the Indebtedness is commenced, (1) any Obligated Group Member in good shall have no duty to review, verify or analyze such financial statements and shall hold such faith commences proceedings to contest the existence or payment of such Indebtedness, and financial statements solely as a repository for the benefit of the Holders. The Master Trustee (2) sufficient moneys are deposited in escrow with a bank or trust company or a bond acceptable shall not be deemed to have notice of any information contained in such financial statements or to the Master Trustee is posted for the payment of such Indebtedness. event of default which may be disclosed therein in any manner. (e) A court having jurisdiction shall enter a decree or order for relief in Section 3.14. Insurance. Each Member of the Obligated Group shall, and each respect of any Obligated Group Member in an involuntary case under any applicable federal or Controlling Member covenants to cause each of its Designated Affiliates to, maintain or cause to state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, be maintained at its sole cost and expense, insurance (which may be self-insurance) with respect custodian, trustee, sequestrator (or similar official) of any Obligated Group Member or for any to its Property, the operation thereof and its business against such casualties, contingencies and substantial part of the Property of any Obligated Group Member, or ordering the winding up or risks (including but not limited to public liability and employee dishonesty) and in amounts not liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period less than is customary in the case of corporations engaged in the same or similar activities and of 60 consecutive days. similarly situated and as it determines, in good faith, to be adequate to protect its Property and operations. (f) Any Obligated Group Member shall commence a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law, or shall consent to the ARTICLE IV entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, DEFAULT AND REMEDIES sequestrator (or similar official) of any Obligated Group Member or for any substantial part of its Property, or shall make any general assignment for the benefit of creditors, or shall fail generally Section 4.01. Events of Default. Each of the following events shall be an Event of to pay its debts as they become due or shall take any corporate action in furtherance of the Default hereunder: foregoing.

(a) Failure on the part of the Obligated Group Members to make due and The Credit Group Representative agrees that, as soon as practicable, and in any event punctual payment of the principal of, redemption premium, if any, interest on or any other within ten days after discovery of such event, the Credit Group Representative shall notify the Required Payment on any Obligation after applicable grace, notice and/or cure periods, if any. Master Trustee of any event which is an Event of Default hereunder which has occurred and is continuing, which notice shall state the nature of such event and the action which the Obligated (b) Failure to attain a Debt Service Coverage Ratio of at least 1.0:1.0 for any Group Members propose to take with respect thereto. two consecutive Fiscal Years. Section 4.02. Acceleration; Annulment of Acceleration. (c) Any Obligated Group Member shall fail to observe or perform any other covenant or agreement under this Master Indenture (including covenants or agreements (a) Upon the occurrence and during the continuation of an Event of Default, contained in any Related Supplement or Obligation) and shall not have cured such failure within the Master Trustee may, and upon the written request of (i) the Holders of not less than a 60 days after the date on which written notice of such failure, requiring the failure to be majority in aggregate principal amount of Outstanding Obligations, or (ii) the Holder of an remedied, shall have been given to the Credit Group Representative by the Master Trustee or to Obligation expressly authorized to accelerate such Obligation pursuant to the Related the Credit Group Representative and the Master Trustee by the Holders of 25% in aggregate Supplement shall, by notice to the Credit Group Representative, declare all Outstanding

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Obligations immediately due and payable. Upon such declaration of acceleration, all Outstanding (iii) Civil action to require any Person holding moneys, documents or Obligations shall be immediately due and payable. If the terms of any Related Supplement give a other property pledged to secure payment of amounts due or to become due on the Person the right to consent to acceleration of the Obligations issued pursuant to such Related Obligations to account as if it were the trustee of an express trust for the Holders of Supplement, the Obligations issued pursuant to such Related Supplement may not be accelerated Obligations; by the Master Trustee unless such consent is properly obtained pursuant to the terms of such Related Supplement. In the event of acceleration, an amount equal to the aggregate principal (iv) Civil action to enjoin any acts which may be unlawful or in amount of all Outstanding Obligations, plus all interest accrued thereon and, to the extent violation of the rights of the Holders of Obligations; permitted by applicable law, which accrues on such principal and interest to the date of payment, and all other amounts due thereunder, shall be due and payable on the Obligations. (v) Civil action to obtain a writ of mandate against any Obligated Group Member or Controlling Member, or against any officer or member of the (b) At any time after the Obligations have been declared to be due and Governing Body of any Obligated Group Member or Controlling Member to compel payable, and before the entry of a final judgment or decree in any proceeding instituted with performance of any act specifically required by this Master Indenture or any respect to the Event of Default that resulted in the declaration of acceleration, the Master Trustee Obligation; and may annul such declaration and its consequences if: (vi) Enforcement of any other right or remedy of the Holders conferred (i) the Obligated Group Members have paid (or caused to be paid or by law or hereby. deposited with the Master Trustee moneys sufficient to pay) all payments then due on all Outstanding Obligations (other than payments then due only because of such (b) Regardless of the occurrence of an Event of Default, if requested in declaration); writing by the Holders of not less than a majority in aggregate principal amount of the Outstanding Obligations (and upon indemnification of the Master Trustee to its satisfaction for (ii) the Obligated Group Members have paid (or caused to be paid or such request), the Master Trustee shall institute and maintain such proceedings as it may be deposited with the Master Trustee moneys sufficient to pay) all fees and expenses of advised shall be necessary or expedient (1) to prevent any impairment of the security hereunder the Master Trustee then due; by any acts which may be unlawful or in violation hereof, or (2) to preserve or protect the interests of the Holders. However, the Master Trustee shall not be required to comply with any (iii) the Obligated Group Members have paid (or caused to be paid or such request or institute and maintain any such proceeding that is in conflict with any applicable deposited with the Master Trustee moneys sufficient to pay) all other amounts then law or the provisions hereof or (in the sole judgment of the Master Trustee) is unduly prejudicial payable by the Obligated Group hereunder; and to the interests of the Holders not making such request. Nothing herein shall be deemed to authorize the Master Trustee to authorize or consent to or accept or adopt on behalf of any (iv) every Event of Default (other than a default in the payment of the Holder any plan of reorganization, arrangement, adjustment, or composition affecting the principal or other payments of such Obligations then due only because of such Obligations or the rights of any Holder thereof, or to authorize the Master Trustee to vote in declaration) has been remedied. respect of the claim of any Holder in any such proceeding without the approval of the Holders so affected. No such annulment shall extend to or affect any subsequent Event of Default or impair any right with respect to any subsequent Event of Default. Section 4.04. Application of Moneys After Default. During the continuance of an Event of Default, all moneys received by the Master Trustee pursuant to any right given or action taken Section 4.03. Additional Remedies and Enforcement of Remedies. under the provisions of this Article (after payment of the costs of the proceedings resulting in the collection of such moneys and payment of all fees, expenses and other amounts owed to the (a) Upon the occurrence and continuance of any Event of Default, the Master Master Trustee) shall be applied as follows: Trustee may, and upon the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Obligations (and upon indemnification of the Master (a) Unless all Outstanding Obligations have become or have been declared Trustee to its satisfaction for any such request), shall, proceed to protect and enforce its rights due and payable (or if any such declaration is annulled in accordance with the terms of this and the rights of the Holders hereunder by such proceedings as may be deemed expedient, Article): including but not limited to: First: To the payment of all Required Payments then due on the (i) Enforcement of the right of the Holders to collect amounts due or Obligations (including Financial Product Payments to the extent made becoming due under the Obligations; pursuant to a Financial Product Agreement secured or evidenced by an Obligation and Parity Financial Product Extraordinary Payments), in the (ii) Civil action upon all or any part of the Obligations;

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order of their due dates, and, if the amount available is not sufficient to shall be paid to the Members of the Obligated Group or such Person as a court of competent pay in full all Required Payments due on the same date, then to the jurisdiction may direct. payment thereof ratably, according to the amount Required Payments due on such date, without any discrimination or preference; Section 4.05. Remedies Not Exclusive. No remedy granted by the terms of this Master Indenture is intended to be exclusive of any other remedy. Each remedy shall be cumulative and Second: To the payment of all Financial Product Extraordinary shall be in addition to every other remedy given hereunder or existing at law or in equity. Payments made pursuant to a Financial Product Agreement secured or evidenced by an Obligation (other than Parity Financial Product Section 4.06. Remedies Vested in the Master Trustee. All rights of action (including the Extraordinary Payments), in the order of their due dates, and, if the right to file proof of claims) hereunder or under any of the Obligations may be enforced by the amount available is not sufficient to pay in full all Financial Product Master Trustee without the possession of any of the Obligations or the production thereof in any Extraordinary Payments due on the same date, then to the payment thereof proceeding relating thereto. Any proceeding instituted by the Master Trustee may be brought in ratably, according to the amounts of Financial Product Extraordinary its name as the Master Trustee without the necessity of joining any Holders as plaintiffs or Payments due on such date, without any discrimination or preference. defendants. Subject to the provisions of Section 4.04 hereof, any recovery or judgment shall be for the equal benefit of the Holders of the Outstanding Obligations. (b) If all Outstanding Obligations have become or have been declared due and payable (and such declaration has not been annulled under the terms of this Article): Section 4.07. Master Trustee to Represent Holders. The Master Trustee is hereby irrevocably appointed as trustee and attorney in fact for the Holders for the purpose of exercising First: To the payment of all Required Payments then due on the on their behalf the rights and remedies available to the Holders under the provisions of this Obligations (including (i) Financial Product Payments to the extent made Master Indenture, the Obligations, any Related Supplement and applicable provisions of law, in pursuant to a Financial Product Agreement secured or evidenced by an each case subject to the provisions of Section 4.08. The Holders, by taking and holding the Obligation and (ii) Parity Financial Product Extraordinary Payments), and, Obligations, shall be conclusively deemed to have so appointed the Master Trustee. if the amount available is not sufficient to pay in full the whole amount then due and unpaid, then to the payment thereof ratably, without Section 4.08. Holders’ Control of Proceedings. If an Event of Default has occurred and preference or priority, according to the amounts due respectively, without is continuing, notwithstanding anything herein to the contrary, the Holders of at least a majority any discrimination or preference; and in aggregate principal amount of Outstanding Obligations shall have the right (upon the indemnification of the Master Trustee to its satisfaction) to direct the method and/or place of Second: To the payment of all Financial Product Extraordinary conducting any proceeding to be taken in connection with the enforcement of the terms hereof. Payments made pursuant to a Financial Product Agreement secured or Such direction must be in writing, signed by such Holders and delivered to the Master Trustee. evidenced by an Obligation (other than Parity Financial Product However, the Master Trustee shall not be required to follow any such direction that is in conflict Extraordinary Payments), and, if the amount available is not sufficient to with any applicable law or the provisions hereof or (in the sole judgment of the Master Trustee) pay in full all such Financial Product Extraordinary Payments, then to the is unduly prejudicial to the interests of the Holders not joining in such direction. Nothing in this payment thereof ratably, without any discrimination or preference. Section shall impair the right of the Master Trustee to take any other action authorized by this Master Indenture which it may deem proper and which is not inconsistent with such direction by Such moneys shall be applied at such times as the Master Trustee shall determine, having Holders. due regard for the amount of moneys available and the likelihood of additional moneys becoming available in the future. Upon any date fixed by the Master Trustee for the application Section 4.09. Termination of Proceedings. In case any proceeding instituted by the of such moneys to the payment of principal, interest on the amounts of principal to be paid on Master Trustee with respect to any Event of Default is discontinued or abandoned for any reason such date shall cease to accrue. The Master Trustee shall give such notices as it may deem or is determined adversely to the Master Trustee or the Holders, then the Obligated Group appropriate of the deposit with it of such moneys or of the fixing of such dates. The Master Members, the Master Trustee and the Holders shall be restored to their former positions and Trustee shall not be required to make payment to the Holder of any unpaid Obligation until such rights hereunder. All rights, remedies and powers of the Master Trustee and the Holders shall Obligation (and all unmatured interest coupons, if any) is presented to the Master Trustee for continue as if no such proceeding had been taken. appropriate endorsement of any partial payment or for cancellation if fully paid. Section 4.10. Waiver of Event of Default. Whenever all Obligations have been paid under the terms of this Section and all fees and expenses of the Master Trustee have been paid, any balance remaining shall be paid to the (a) No delay or omission of the Master Trustee or of any Holder to exercise Person entitled to receive such balance. If no other Person is entitled thereto, then the balance any right with respect to any Event of Default shall impair such right or shall be construed to be a waiver of or acquiescence to such Event of Default. Every right and remedy given by this

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Article to the Master Trustee and the Holders may be exercised from time to time and as often as through (f) of Section 4.01, not including any periods of grace provided for in subsections (c), may be deemed expedient by them. (d) and (e), and regardless of the giving of written notice specified in subsection (c) of Section 4.01). Except in the case of default in the payment of the principal of or premium, if any, (b) The Master Trustee may waive any Event of Default which in its opinion or interest on any of the Obligations and the Events of Default specified in subsections (e) and (f) has been remedied before the entry of a final judgment or decree in any proceeding instituted by of Section 4.01, the Master Trustee shall be protected in withholding such notice if and so long it under the provisions hereof, or before the completion of the enforcement of any other remedy as the Master Trustee in good faith determines that the withholding of such notice is in the best hereunder. interest of the Holders.

(c) Upon the written request of the Holders of at least a majority in aggregate ARTICLE V principal amount of Outstanding Obligations, the Master Trustee shall waive any Event of Default hereunder and its consequences; provided, however, that, except under the circumstances THE MASTER TRUSTEE set forth in subsection (b) of Section 4.02 hereof, the failure to pay the principal of, premium, if any, or interest on any Obligation when due may not be waived without the written consent of Section 5.01. Certain Duties and Responsibilities. the Holders of all Outstanding Obligations. (a) Except during the continuance of an Event of Default: (d) In case of any waiver by the Master Trustee of an Event of Default, the Obligated Group Members, the Master Trustee and the Holders shall be restored to their former (i) The Master Trustee undertakes to perform such duties and only positions and rights. No waiver shall extend to, or impair any right with respect to, any other such duties as are specifically set forth in this Master Indenture, and no implied Event of Default. covenant or obligation shall be read into this Master Indenture against the Master Trustee; and Section 4.11. Appointment of Receiver. Upon the occurrence and continuance of any Event of Default, the Master Trustee shall be entitled (a) without declaring the Obligations to be (ii) Whenever in the administration of its rights and obligations due and payable, (b) after declaring the Obligations to be due and payable, or (c) upon the hereunder, the Master Trustee shall deem it necessary or desirable that a matter be commencement of any proceeding to enforce any right of the Master Trustee or the Holders, to established or proved prior to taking or suffering any action hereunder, in the absence the appointment of a receiver or receivers of any or all of the Property of the Obligated Group of bad faith on its part, the Master Trustee may conclusively rely, as to the truth of the Members (without the necessity of notice to any Obligated Group Member or any other Person), statements and the correctness of the opinions expressed therein, upon Certificates or with such powers as the court making such appointment shall confer. Each Obligated Group opinions furnished to the Master Trustee and conforming to the requirements of this Member consents, subject to the imposition on the receiver of any applicable Government and Master Indenture, which Certificates or opinions shall be full warrant to the Master Industry Restrictions, and will if requested by the Master Trustee, consent at the time of Trustee for any action taken or suffered under the provisions hereof upon the faith application by the Master Trustee for appointment of a receiver, to the appointment of such thereof and, in its discretion, the Master Trustee may in lieu thereof, accept other receiver and agrees that such receiver may be given the right, to the extent the right may lawfully evidence of such matter or may require such additional evidence as it may deem be given, to take possession of, operate and deal with such Property and the revenues, profits and reasonable; but, in the case of any Certificate or opinion specifically required by the proceeds therefrom, with the same effect as the Obligated Group Member could, and to borrow provisions hereof to be furnished to the Master Trustee, the Master Trustee shall be money and issue evidences of indebtedness as such receiver. under a duty to examine such Certificate or opinion to determine whether or not it conforms to the requirements of this Master Indenture on its face. Section 4.12. Remedies Subject to Provisions of Law. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not (b) In case an Event of Default has occurred and is continuing, the Master violate any applicable provision of law and any Government and Industry Restrictions. All the Trustee shall exercise such of the rights and powers vested in it by this Master Indenture, and use provisions of this Article are intended to be limited to the extent necessary so that they will not the same degree of care and skill in their exercise, as a prudent person would exercise or use render any provision hereof invalid or unenforceable under the provisions of any applicable law under the circumstances in the conduct of such person’s own affairs. or inconsistent with any Government and Industry Restrictions. (c) The Master Trustee shall not be liable in connection with the performance Section 4.13. Notice of Default. Within ten days after a Responsible Officer of the of its duties hereunder, except for its own negligence or willful misconduct. No provision of this Master Trustee has actual knowledge or has received written notice of the occurrence of an Master Indenture shall be construed to relieve the Master Trustee from liability for its own Event of Default, the Master Trustee shall mail notice of such Event of Default to all Holders, negligent action, its own negligent failure to act or its own willful misconduct, except that: unless such Event of Default has been cured before the giving of such notice (the term “Event of Default” for the purposes of this Section being limited to the events specified in subsections (a) (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;

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(ii) the Master Trustee shall not be liable for any error of judgment protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in made in good faith by a Responsible Officer, unless it is proved that the Master reliance thereon. Trustee was negligent in ascertaining the pertinent facts; (e) The Master Trustee shall be under no obligation to exercise any of the (iii) the Master Trustee shall not be liable with respect to any action rights or powers vested in it by this Master Indenture at the request or direction of any of the taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or any Member of the Obligated Group, unless such Holders or such Member, as Holders given in accordance with Section 4.08; and applicable, shall have offered to the Master Trustee reasonable security or indemnity satisfactory to the Master Trustee against the costs, expenses and liabilities which might be incurred by it in (iv) no provision of this Master Indenture shall require the Master compliance with such request or direction. Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or (f) The Master Trustee shall not be required to monitor the financial condition powers. of any Obligated Group Member or the physical conditions of the Property, Plant and Equipment of any Obligated Group Member. The Master Trustee shall not be bound to make any The Master Trustee will keep on file at its office a list of the names and addresses of investigation into the facts stated in any document delivered to it hereunder, but the Master the last known Holders of all Obligations and the series or designation numbers of such Trustee, in its discretion, may make such further inquiry or investigation into such facts as it may Obligations held by each of such Holders. At reasonable times and under reasonable regulations see fit. If the Master Trustee determines to make such further inquiry or investigation, it shall be established by the Master Trustee, said list may be inspected and copied by the Obligated Group entitled to examine the books, records and premises of any Obligated Group Member (excluding Members, any Obligation Holder or the authorized representative thereof, provided that the specifically donor records, patient records and personnel records), personally or by agent or ownership of such Holder and the authority of any such designated representative shall be attorney, during regular business hours and after reasonable notice. evidenced to the satisfaction of the Master Trustee. (g) The Master Trustee may execute any of the trusts or powers hereunder or (d) Every provision of this Master Indenture relating to the conduct of, perform any duties hereunder either directly or by or through agents, attorneys, receivers or affecting the liability of or affording protection to the Master Trustee shall be subject to the employees (but shall not be responsible for any misconduct or negligence on the part of any provisions of this Section. agent, attorney, receiver or employee appointed and supervised by it with due care), and shall be entitled to the advice of counsel concerning all matters of trust hereof and duties hereunder. The Section 5.02. Certain Rights of Master Trustee. Subject to Section 5.01: Master Trustee may in all cases pay such reasonable compensation to any and all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts (a) The Master Trustee may conclusively rely upon any document believed by hereof. The Master Trustee may act upon the opinion or advice of any attorney approved by the it to be genuine and to have been signed or presented by the proper party or parties. Master Trustee in the exercise of reasonable care. The Master Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in (b) Any request or direction of the Credit Group Representative mentioned reliance upon that opinion or advice. herein shall be sufficiently evidenced by an Officer’s Certificate. Any action of the Governing Body of any Obligated Group Member shall be sufficiently evidenced by a copy of a resolution (h) The Master Trustee shall not be deemed to have notice of any default or certified by the secretary or an assistant secretary of the Obligated Group Member to have been Event of Default unless a Responsible Officer of the Master Trustee has actual knowledge duly adopted by the Governing Body and to be in full force and effect on the date of such thereof or unless written notice of any event which is in fact such a default is received by the certification and delivered to the Master Trustee. Master Trustee at the Corporate Trust Office of the Master Trustee, and such notice references this Master Indenture. (c) Whenever in the administration of this Master Indenture the Master Trustee shall deem it desirable that a matter be proved or established prior to taking, allowing or (i) The Master Trustee shall have the right to accept and act upon omitting any action hereunder, the Master Trustee may (in the absence of bad faith on its part instructions, including funds transfer instructions (“Instructions”) given pursuant to this Master and unless other evidence is specifically prescribed by this Master Indenture) request and Indenture and delivered using Electronic Means; provided, however, that the Credit Group conclusively rely upon an Officer’s Certificate. Representative shall provide to the Master Trustee an incumbency certificate listing Authorized Representatives with the authority to provide such Instructions and containing specimen (d) The Master Trustee may consult with counsel, which may but need not be signatures of such Authorized Representatives, which incumbency certificate shall be amended counsel to the Credit Group, engineers, architects, accountants, investment bankers and by the Credit Group Representative whenever a person is to be added or deleted from the listing. insurance consultants and the written advice of such counsel, engineers, architects, accountants, If the Credit Group Representative elects to give the Master Trustee Instructions using Electronic investment bankers and insurance consultants shall be full and complete authorization and Means and the Master Trustee in its discretion elects to act upon such Instructions, the Master

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Trustee’s understanding of such Instructions shall be deemed controlling. The Credit Group (n) The Master Trustee shall not be liable for any action taken or omitted by it Representative understands and agrees that the Master Trustee cannot determine the identity of in good faith and reasonably believed by it to be authorized or within the discretion or rights or the actual sender of such Instructions and that the Master Trustee shall conclusively presume that powers conferred upon it by this Master Indenture. directions that purport to have been sent by an Authorized Representative listed on the incumbency certificate provided to the Master Trustee have been sent by such Authorized (o) Except as otherwise expressly provided in this Master Indenture, the Representative. The Credit Group Representative shall be responsible for ensuring that only Master Trustee shall not be under any obligation to take any action that is discretionary under the authorized persons transmit such Instructions to the Master Trustee and that the Credit Group provisions of this Master Indenture. The permissive power or authority of the Master Trustee to Representative is solely responsible to safeguard the use and confidentiality of applicable user do things enumerated in this Master Indenture shall not be construed as a duty. and authorization codes, passwords and/or authentication keys upon receipt thereof. The Master Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Section 5.03. Right to Deal in Obligations and Related Bonds. The Master Trustee may Master Trustee’s reliance upon and compliance with such Instructions, notwithstanding such buy, sell or hold and deal in any Obligations and Related Bonds with the same effect as if it were directions conflict or are inconsistent with a subsequent written instruction. The Credit Group not the Master Trustee. The Master Trustee may commence or join in any action which a Holder Representative agrees: (i) to assume all risks arising out of the use of Electronic Means to submit or holder of a Related Bond is entitled to take with the same effect as if the Master Trustee were Instructions to the Master Trustee, including without limitation the risk of the Master Trustee not the Master Trustee. acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of Section 5.04. Removal and Resignation of the Master Trustee. transmitting Instructions to the Master Trustee and that there may be more secure methods of (a) The Master Trustee may be removed at any time by an instrument or transmitting Instructions than the method(s) selected by the Credit Group Representative; (iii) instruments in writing signed by (1) the Holders of not less than a majority of the principal that the security procedures (if any) to be followed in connection with its transmission of amount of Outstanding Obligations or (2) (unless an Event of Default has occurred and is then Instructions provide to it a commercially reasonable degree of protection in light of its particular continuing) the Credit Group Representative. needs and circumstances; and (iv) to notify the Master Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (b) The Master Trustee may at any time resign by giving written notice of such resignation to the Credit Group Representative. (j) The Master Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason (c) No such resignation or removal shall become effective unless and until a of force majeure. The term “force majeure” means an occurrence that is beyond the control of successor Master Trustee has been appointed and has assumed the trusts created hereby. Written the Master Trustee and could not have been avoided by exercising due care. Force majeure shall notice of removal of the predecessor Master Trustee and/or appointment of the successor Master include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other Trustee shall be given by the successor Master Trustee within ten days of the successor’s similar occurrences. acceptance of appointment to the Obligated Group Members and to each Holder at the addresses shown on the books of the Master Trustee. A successor Master Trustee may be appointed at the (k) The Master Trustee shall have no responsibility or liability with respect to direction of the Holders of not less than a majority in aggregate principal amount of Outstanding any information, statements or recital in any offering memorandum or other disclosure material Obligations, or, if the Master Trustee has resigned or has been removed by the Credit Group prepared or distributed with respect to the issuance of Related Bonds. Representative, by the Credit Group Representative. In the event a successor Master Trustee has (l) Delivery of reports, financial statements, information and documents is for not been appointed and qualified within 60 days of the date notice of resignation or removal is informational purposes only and the Master Trustee’s receipt of such shall not constitute given, the Master Trustee, any Obligated Group Member or any Holder may apply at the expense constructive notice of any information contained therein or determinable from the information of the Obligated Group Members to any court of competent jurisdiction for the appointment of contained therein, including compliance with any covenants herein or in any related documents. an interim successor Master Trustee to act until such time as a permanent successor is appointed. The Master Trustee’s sole duty with respect to such documents is to retain them in its possession (d) Unless otherwise ordered by a court or regulatory body having competent and make them subject to the inspection of the Credit Group Representative, any Holder, and/or jurisdiction, or unless required by law, any successor Master Trustee shall be a national banking their agents and representatives duly authorized in writing, at reasonable hours and under association, trust company or bank having the powers of a trust company as to trusts, qualified to reasonable conditions. do and doing trust business in one or more states of the United States of America and having an (m) The Master Trustee shall not be responsible for the recording or filing of officially reported combined capital, surplus, undivided profits and reserves aggregating at least any document relating to this Master Indenture, including without limitation, recording, filing $50,000,000, if there is such an institution willing, qualified and able to accept the trust upon any documents or taking any other actions to perfect or continue the perfection of any security reasonable or customary terms. interest in any collateral given to or held by the Master Trustee.

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(e) Every successor Master Trustee shall execute and deliver to its Section 5.06. Recitals and Representations. The recitals, statements and representations predecessor and to each Obligated Group Member a written instrument accepting such contained herein or in any Obligation (excluding the Master Trustee’s authentication on the appointment. Upon the delivery of such acceptance, the successor Master Trustee shall become Obligations) shall be taken and construed as made by and on the part of the Obligated Group fully vested with all the rights, immunities, powers, trusts, duties and obligations of its Members, and not by the Master Trustee. The Master Trustee assumes no responsibility for the predecessor. The predecessor shall execute and deliver to the successor Master Trustee a written correctness of such statements. The Master Trustee makes no representation as to, and is not instrument transferring to the successor Master Trustee all the rights, powers and trusts of the responsible for, the validity or sufficiency of this Master Indenture or of the Obligations, or for predecessor. The predecessor Master Trustee (upon payment of all amounts owed to it) shall the adequacy, priority or perfection of any security for any Obligations or for any insurance to be execute any documents necessary or appropriate to convey all interest it may have to the provided. The Master Trustee shall not be concerned with or accountable to anyone for the use or successor Master Trustee. The predecessor Master Trustee shall promptly deliver all records application of any moneys which shall be released or withdrawn in accordance with the relating to the trust or copies thereof and communicate all material information it may have provisions hereof. obtained concerning the trust to the successor Master Trustee. Section 5.07. Separate or Co-Master Trustee. At any time, for the purpose of meeting Section 5.05. Compensation and Reimbursement. any legal requirements of any jurisdiction, the Master Trustee may appoint one or more Persons either to act as co-master trustee with the Master Trustee, or to act as separate master trustee, and (a) Subject to the provisions of any specific agreement between the Credit to vest in such Persons or Persons, such rights, powers, duties, trusts or obligations as the Master Group Representative and the Master Trustee relating to the compensation of the Master Trustee, Trustee may consider necessary or desirable, subject to the remaining provisions of this Section, each Obligated Group Member agrees: and provided that doing so shall not impose a material burden on the Obligated Group Members (financial or otherwise). (i) To pay the Master Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not Every co-master trustee or separate master trustee shall, to the extent permitted by law, be be limited by any provision of law in regard to the compensation of a trustee of an appointed subject to the following terms: express trust). (a) The Obligations shall be authenticated and delivered solely by the Master (ii) Except as otherwise expressly provided herein, to reimburse the Trustee. Master Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Master Trustee in accordance with any provision of (b) All rights, powers, trusts, duties and obligations conferred or imposed this Master Indenture (including the reasonable compensation and the expenses and upon the trustees shall be conferred or imposed upon and exercised or performed as shall be disbursements of its counsel and its agents), except any such expense, disbursement provided in the instrument appointing such co-master trustee or separate master trustee, except to or advance as may be attributable to its negligence or bad faith. the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Master Trustee is incompetent or unqualified to perform such act or acts, in (b) The Obligated Group Members agree to indemnify each of the Master which event such act or acts shall be performed by such co-master trustee or separate master Trustee and its officers, directors, agents and employees and any predecessor Master Trustee for, trustee. and to hold it and them harmless against, any and all loss, liability, damages, claim or expense, including taxes (other than taxes based on the income of the Master Trustee) incurred without (c) Any request in writing by the Master Trustee to any co-master trustee or negligence or bad faith on its part, arising out of or in connection with the acceptance or separate master trustee to take or to refrain from taking any action hereunder shall be sufficient administration of this trust or its powers or duties hereunder, including without limitation, legal for the taking, or the refraining from taking, of such action by such Person. fees and expenses and the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (d) Any co-master trustee or separate master trustee may, to the extent permitted by law, delegate to the Master Trustee the exercise of any right, power, trust, duty or (c) The respective obligations of the Obligated Group Members under this obligation, discretionary or otherwise. Section 5.05 to compensate the Master Trustee, to pay or reimburse the Master Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Master Trustee (e) The Master Trustee may at any time, by an instrument in writing, accept shall survive satisfaction and discharge of this Master Indenture. As security for the the resignation of or remove any co-master trustee or separate master trustee appointed under this performance of the Obligated Group Members under this Section 5.05, the Master Trustee shall Section. Upon the request of the Master Trustee, the Obligated Group Members shall join with have a lien prior to any Obligation upon all property and funds held or collected by the Master the Master Trustee in the execution, delivery and performance of all instruments and agreements Trustee. necessary or proper to effectuate such resignation or removal.

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(f) No trustee hereunder shall be personally liable by reason of any act or (b) To correct or supplement any provision which may be inconsistent with omission of any other trustee hereunder, nor will the act or omission of any trustee hereunder be any other provision, or to make any other provision with respect to matters or questions arising imputed to any other trustee. hereunder and which does not materially and adversely affect the interests of the Holders;

(g) Any demand, request, direction, appointment, removal, notice, consent, (c) To grant or confer ratably upon all of the Holders any additional rights, waiver or other action in writing delivered to the Master Trustee shall be deemed to have been remedies, powers or authority, or to add to the covenants of and restrictions on the Obligated delivered to each such co-master trustee or separate master trustee. Group Members;

(h) Any moneys, papers, securities or other items of personal property (d) To qualify this Master Indenture under the Trust Indenture Act of 1939, as received by any such co-master trustee or separate master trustee hereunder shall be turned over amended, or corresponding provisions of federal law from time to time in effect; to the Master Trustee immediately. (e) To create and provide for the issuance of an Obligation or Series of Upon the acceptance in writing of such appointment by any co-master trustee or separate Obligations as permitted hereunder; master trustee, such Person shall be vested with such rights, powers, duties or obligations as are specified in the instrument of appointment jointly with the Master Trustee (except insofar as (f) To obligate a successor to any Obligated Group Member as provided in local law makes it necessary for any such co-master trustee or separate master trustee to act Section 3.10; alone) subject to all the terms hereof. Every such acceptance shall be filed with the Master Trustee. To the extent permitted by law, any co-master trustee or separate master trustee may, at (g) To add a new Obligated Group Member as provided in Section 3.04; or any time by an instrument in writing, constitute the Master Trustee its attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on its behalf (h) To make any other change which does not materially and adversely affect and in its name. the interests of the Holders.

In case any co-master trustee or separate master trustee shall become incapable of acting, The Master Trustee may in its discretion, but shall not be obligated to, enter into any such resign or be removed, all rights, powers, trusts, duties and obligations of such Person shall, so far Related Supplement authorized by Sections 6.01 and 6.02 which materially adversely affects the as permitted by law, vest in and be exercised by the Master Trustee unless and until a successor Master Trustee’s own rights, duties or immunities under this Master Indenture or otherwise. co-master trustee or separate master trustee shall be appointed in the manner herein provided. In entering into any Related Supplement, the Master Trustee may rely on an Opinion of Section 5.08. Merger or Consolidation. Any company into which the Master Trustee Counsel as described in Section 6.03(a) hereof. may be merged or converted, or with which it may be consolidated, or any company resulting Section 6.02. Supplements Requiring Consent of Holders. from any merger, conversion or consolidation to which it is a party, or any company to which the Master Trustee may sell or transfer all or substantially all of its corporate trust business (a) Other than Related Supplements referred to in Section 6.01 hereof and (provided such company is eligible under Section 5.04) shall be the successor to the Master subject to the terms contained in this Article, the Holders of not less than a majority in aggregate Trustee without the execution or filing of any paper or any further act. principal amount of the Outstanding Obligations shall have the right to consent to and approve the execution by the Credit Group Representative (acting for itself and as agent for each Credit ARTICLE VI Group Member) and the Master Trustee of such Related Supplements as shall be deemed

necessary or desirable for the purpose of modifying, altering, amending, adding to or rescinding SUPPLEMENTS AND AMENDMENTS any of the terms contained herein; provided, however, that nothing in this Section shall permit or Section 6.01. Supplements Not Requiring Consent of Holders. The Credit Group be construed as permitting a Related Supplement which would: Representative (acting for itself and as agent for each Obligated Group Member) and the Master (i) Extend the stated maturity of or time for paying interest on any Trustee may, without the consent of or notice to any of the Holders, enter into one or more Obligation or reduce the principal amount of or the redemption premium or rate of Related Supplements for any of the following purposes: interest or change the method of calculating interest payable on or reduce or defer any (a) To correct any ambiguity or formal defect or omission in this Master other Required Payment on any Obligation without the consent of the Holder of such Indenture; Obligation; (ii) Modify, alter, amend, add to or rescind any of the terms or provisions contained in Article IV hereof so as to affect the right of the Holders of

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any Obligations in default to compel the Master Trustee to declare the principal of all (e) If the Holders of the required principal amount or number of the Obligations to be due and payable, or the priority of payment of Obligations set forth Outstanding Obligations have consented to the execution of such Related Supplement, no Holder in Section 4.04, without the consent of the Holders of all Outstanding Obligations; or shall have any right to object to the execution thereof, to object to any of the terms and provisions contained therein or the operation thereof, to question the propriety of the execution (iii) Reduce the aggregate principal amount of Outstanding Obligations thereof or to enjoin or restrain the Master Trustee or the Credit Group Representative from the consent of the Holders of which is required to authorize such Related Supplement executing such Related Supplement or from taking any action pursuant to the provisions thereof. without the consent of the Holders of all Obligations then Outstanding. Section 6.03. Execution and Effect of Supplements. (b) The Master Trustee may execute a Related Supplement (in substantially the form delivered to it as described below) without liability or responsibility to any Holder (a) In executing any Related Supplement permitted by this Article, the Master (whether or not such Holder has consented to the execution of such Related Supplement) if the Trustee shall be entitled to receive and to rely upon an Opinion of Counsel stating that the Master Trustee receives: execution of such Related Supplement is authorized or permitted hereby. The Master Trustee may (but shall not be obligated to) enter into any Related Supplement that materially and (i) a Request of the Credit Group Representative to enter into such adversely affects the Master Trustee’s own rights, duties or immunities. Related Supplement; (b) Upon the execution and delivery of any Related Supplement in accordance (ii) a certified copy of the resolution of the Governing Body of the with this Article, the provisions of this Master Indenture shall be deemed modified in accordance Credit Group Representative approving the execution of such Related Supplement; therewith. Such Related Supplement shall form a part hereof for all purposes and every Holder shall be bound thereby. (iii) the proposed Related Supplement; and (c) Any Obligation authenticated and delivered after the execution and (iv) an instrument or instruments executed by the Holders of not less delivery of any Related Supplement in accordance with this Article may, and, if required by the than the aggregate principal amount or number of Obligations specified in subsection Credit Group Representative or the Master Trustee shall, bear a notation in form approved by the (a) for the Related Supplement in question which instrument or instruments shall refer Master Trustee as to any matter provided for in such Related Supplement. If the Credit Group to the proposed Related Supplement and shall specifically consent to and approve the Representative or the Master Trustee shall so determine, new Obligations so modified as to execution thereof in substantially the form of the copy thereof as on file with the conform in the opinion of the Master Trustee and the Governing Body of the Credit Group Master Trustee. Representative to any such Related Supplement may be prepared and executed by the Credit Group Representative and authenticated and delivered by the Master Trustee in exchange for and (c) Any such consent shall be binding upon the Holder of the Obligation upon surrender of Obligations then Outstanding. giving such consent and upon any subsequent Holder of such Obligation and of any Obligation issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof), Section 6.04. Amendment of Related Supplements. Any Related Supplement may unless such consent is revoked in writing by the Holder of such Obligation giving such consent provide that the provisions thereof may be amended without the consent of or notice to any of or by a subsequent Holder thereof by filing with the Master Trustee, prior to the execution by the the Holders, or pursuant to such terms and conditions as may be specified in such Related Master Trustee of such Related Supplement, such revocation and, if such Obligation or Supplement. If a Related Supplement does not contain provisions relating to the amendment Obligations are transferable by delivery, proof that such Obligations are held by the signer of thereof, the amendment of such Related Supplement shall by governed by the provisions of such revocation. At any time after the Holders of the required principal amount or number of Section 6.01 and Section 6.02 hereof. Obligations shall have filed their consents to the Related Supplement, the Master Trustee shall file a written statement to that effect with the Credit Group Representative. Such written ARTICLE VII statement shall be conclusive evidence that such consents have been so filed. SATISFACTION AND DISCHARGE (d) A Related Supplement may provide that the holders of Related Bonds being issued in connection therewith shall be deemed to have consented to modifications or Section 7.01. Satisfaction and Discharge of Master Indenture. This Master Indenture amendments to this Master Indenture, as set forth in such Related Supplement, by their purchase shall cease to be of further effect if: of such Related Bonds. Such deemed consent shall satisfy the requirement set forth in Section 6.02(b)(iv) hereof for executed written consent of Holders with respect to the Obligation issued (a) all Obligations previously authenticated (other than any Obligations which pursuant to the Related Supplement and shall be binding on all subsequent holders of such have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided Related Bonds. in any Related Supplement) and not cancelled are delivered to the Master Trustee for cancellation;

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(b) all Obligations not previously cancelled or delivered to the Master Trustee (a) Such Replacement Master Indenture has been duly authorized, executed for cancellation are paid; or and delivered by, and constitutes the legal, valid, binding and enforceable obligation of, the New Group, subject to customary exceptions; (c) an Irrevocable Deposit is made in trust with the Master Trustee (or with one or more banks, national banking associations or trust companies acceptable to the Master (b) The acknowledgement of such Replacement Master Indenture and the Trustee pursuant to one or more agreements between an Obligated Group Member and such release of this Master Indenture will not adversely affect any exemption from federal income national banking associations or trust companies in form acceptable to the Master Trustee) in taxation of interest on Indebtedness secured by an Outstanding Obligation and otherwise entitled cash or Government Obligations or both, sufficient to pay at maturity or upon redemption all to such exemption; and Obligations not previously cancelled or delivered to the Master Trustee for cancellation, including principal and interest or other payments (including Financial Product Payments and (c) All requirements and conditions to the release of this Master Indenture, Financial Product Extraordinary Payments) due or to become due to such date of maturity, including those set forth in any Related Supplement or Related Bond Indenture, have been redemption date or payment date, as the case may be; complied with and satisfied. and all other sums payable hereunder by the Obligated Group Members are also paid. The Upon the acceptance of a Replacement Master Indenture and the release of this Master Master Trustee, on demand of the Credit Group Representative and at the cost and expense of the Indenture, all Outstanding Obligations shall be deemed to be a note or obligation issued under Obligated Group Members, shall execute proper instruments acknowledging satisfaction of and and entitled to the security and benefits of such Replacement Master Indenture, without the discharging this Master Indenture and authorizing the Credit Group Representative to file such necessity of any amendment, exchange or replacement of such Obligations, unless and until such terminations and releases as may be necessary to evidence the termination of the Master Obligations are exchanged for or replaced with a note or obligation issued under and entitled to Trustee’s security interest in the Gross Receivables. Unless the deposit(s) pursuant to clause (c) the security and benefits of such Replacement Master Indenture in accordance with the terms above is made solely with cash, the Credit Group Representative shall cause a report to be thereof. Upon the acknowledgement of a Replacement Master Indenture and the release of this prepared by a firm nationally recognized for providing verification services regarding the Master Indenture, the Master Trustee shall provide written notice thereof to the Holders of all sufficiency of funds for such discharge and satisfaction provided pursuant to clause (c) above, Obligations. upon which report the Master Trustee may rely. ARTICLE VIII Section 7.02. Payment of Obligations After Discharge of Lien. Notwithstanding the discharge of the lien of this Master Indenture as provided in this Article, the Master Trustee shall MISCELLANEOUS PROVISIONS retain such rights, powers and duties as may be necessary and convenient for the payment of amounts due or to become due on the Obligations and for the registration, transfer, exchange and Section 8.01. Limitation of Rights. With the exception of rights herein expressly replacement of Obligations. Any moneys held by the Master Trustee for the payment of the conferred, nothing expressed or mentioned in or to be implied from this Master Indenture or the principal of, premium, if any, or interest or other Required Payment on any Obligation remaining Obligations is intended or shall be construed to give to any Person other than each Obligated unclaimed for one year after the principal of all Obligations has become due and payable, Group Member, the Master Trustee and the Holders any legal or equitable right, remedy or claim whether at maturity, upon proceedings for redemption or by declaration as provided herein, shall under or with respect to this Master Indenture. This Master Indenture and all of the covenants, then be paid to the Obligated Group Members subject to applicable escheat laws. The Holders of conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of any Obligations or coupons not previously presented for payment shall thereafter be entitled to the parties mentioned in this Section. look only to the Obligated Group Members for payment thereof as unsecured creditors and all liability of the Master Trustee with respect to such moneys shall thereupon cease. Section 8.02. Severability. If any part of this Master Indenture is for any reason held invalid or unenforceable, no other part shall be invalidated or deemed unenforceable. Section 7.03. Replacement Master Indenture. Upon the written request of the Credit Group Representative and delivery of a Replacement Master Indenture to the Master Trustee: (i) Section 8.03. Holidays. Except to the extent a Related Supplement or an Obligation the Master Trustee shall acknowledge the substitution of such Replacement Master Indenture and provides otherwise: the liens, rights and interests created under this Master Indenture shall cease, terminate and (a) Subject to subsection (b), when any action is provided herein to be done become null and void; (ii) the Master Trustee shall, at the expense of the Obligated Group on a day or within a time period named, and the day or the last day of the period falls on a day on Members, execute proper instruments acknowledging satisfaction of and discharging this Master which banking institutions in the jurisdiction where the Corporate Trust Office is located are Indenture and authorizing the Credit Group Representative to file such terminations and releases authorized by law to remain closed, the action may be done on the next ensuing day that is not a as may be necessary to evidence the termination of the Master Trustee’s security interest in the day on which banking institutions in such jurisdiction are authorized by law to remain closed, Gross Receivables; and (iii) an Opinion of Counsel shall be provided to the Master Trustee to the with the same effect as if done on the day or within the time period named. effect that:

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(b) When the date on which principal of or interest or premium on any (iii) If to the registered Holder of an Obligation, addressed to such Obligation is due and payable is a day on which banking institutions at the place of payment are Holder at the address shown on the books of the Master Trustee. authorized by law to remain closed, payment may be made on the next ensuing day on which banking institutions at such place are not authorized by law to remain closed with the same effect (b) The Credit Group Representative or the Master Trustee may from time to as if payment were made on the due date, and, if such payment is made, no interest shall accrue time designate a different address or addresses for notice by notice in writing to the others and to from and after such due date. the Holders.

Section 8.04. Credit Enhancer Deemed Holder of Obligation. Except to the extent a Related Supplement or an Obligation provides otherwise, any credit enhancer of Related Bonds shall be deemed the Holder of the related Obligation for purposes of this Master Indenture for so long as the credit enhancement is in effect and the credit enhancer is not in default thereunder. If the credit enhancement is applicable to a portion of Related Bonds, such related Obligation shall be treated as if such related Obligation were two Obligations, one in the principal amount of the Related Bonds for which the credit enhancement is applicable and another in the principal amount of the remainder of the Related Bonds.

Section 8.05. Governing Law. This Master Indenture and the Obligations are contracts made under the laws of the State, and shall be governed by and construed in accordance with such laws applicable to contracts made and performed in said State.

Section 8.06. Counterparts. This Master Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument.

Section 8.07. Immunity of Individuals. No recourse shall be had for the payment of the principal of, premium, if any, or interest on any of the Obligations issued hereunder or for any claim based thereon or upon any obligation, covenant or agreement herein against any past, present or future officer, director, trustee, member, employee or agent of any Obligated Group Member which is a corporation, whether directly or indirectly. All liability of any such individual is hereby expressly waived and released as a condition of and in consideration for the execution hereof and the issuance of the Obligations.

Section 8.08. Binding Effect. This instrument shall inure to the benefit of and shall be binding upon each Obligated Group Member, the Master Trustee and their respective successors and assigns, subject to the limitations contained herein.

Section 8.09. Notices.

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices, consents or other communications required or permitted hereunder shall be in writing and shall be deemed sufficiently given or served if given: (i) by facsimile or Electronic Mail with prompt telephonic confirmation of receipt; (ii) personally by hand; (iii) by overnight delivery service; or (iv) by first class mail, postage prepaid and addressed as follows:

(i) If to the Credit Group Representative, addressed to it at ______Attention: ______;

(ii) If to the Master Trustee, addressed to it at the Corporate Trust Office; or

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THE BANK OF NEW YORK MELLON TRUST IN WITNESS WHEREOF, INDIANA UNIVERSITY HEALTH, INC., has caused this COMPANY, N.A., as Master Trustee Amended and Restated Master Indenture to be signed in its name by its duly authorized officer, and to evidence its acceptance of the trusts and agreements hereby created, THE BANK OF By ______NEW YORK MELLON TRUST COMPANY, N.A. has caused this Amended and Restated Master Indenture to be signed in its name by one of its duly authorized officers, all as of the day Its ______and year first above written.

INDIANA UNIVERSITY HEALTH, INC.

By ______Jennifer M. Alvey Its: Senior Vice President and Chief Financial Officer

By ______John D. Huesing Its: Vice President and Treasurer

S-1 S-2 Amended and Restated Master Trust Indenture Amended and Restated Master Trust Indenture

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APPENDIX A TO MASTER INDENTURE APPENDIX B TO MASTER INDENTURE

EXISTING PERMITTED LIENS LIST OF INITIAL MEMBERS OF THE CREDIT GROUP

Initial Obligated Group Members

1. Indiana University Health, Inc.

Initial Designated Affiliates

1. Indiana University Health Tipton Hospital, Inc.

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APPENDIX C TO MASTER INDENTURE

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APPENDIX E

INFORMATION REGARDING BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES

The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of The Depository Trust Company (“DTC”) New York, New York, Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”) (DTC, Euroclear and Clearstream together, the “Clearing Systems”) currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that the Corporation believes to be reliable, but none of the Corporation, the Bond Trustee or the Underwriters take any responsibility for the accuracy, completeness or adequacy of the information in this section. Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. The Corporation will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Bonds held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

CLEARING SYSTEMS

DTC Book-Entry Only System. DTC, New York, New York, 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. One fully registered Bond certificate will be issued in the aggregate principal amount of the Bonds, 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, as amended. DTC holds and provides asset servicing for over 3.6 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 owner of a Bond (a “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 beneficial 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 the Bonds, except in the event that use of the book entry only system for the Bonds is discontinued.

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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 nominee as 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 nominee as requested by an authorized representative of DTC effect no 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 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 transmission to them of notices of significant events with respect to the Bonds, such as redemptions, defaults and proposed amendments to the bond documents.

Redemption notices will be sent to DTC. If less than all of the Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant 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 procedures. Under its usual procedures, DTC mails an “Omnibus Proxy” to the Corporation as soon as possible after the record date. The “Omnibus Proxy” assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the “Omnibus Proxy.”

Principal, premium and interest payments on the Bonds will be made to Cede & Co. or such other nominee as requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Bond Trustee or the Corporation on each payment date in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect 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 Direct and Indirect Participant and not of DTC, the Corporation or the Bond Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium and interest to Cede & Co. (or such other nominee as requested by an authorized representative of DTC) is the responsibility of the Bond Trustee. Disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the beneficial owners will be the responsibility of the Direct Participants and Indirect Participants.

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

Euroclear and Clearstream. Euroclear and Clearstream have advised the Corporation as follows:

Euroclear and Clearstream each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and Clearstream provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with domestic securities markets in several countries through established depositary and custodial relationships. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective participants may settle trades with each other.

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Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of either system, either directly or indirectly.

CLEARING AND SETTLEMENT PROCEDURES

General. The Bonds sold in offshore transactions will be initially issued to investors through the book- entry facilities of DTC, or Clearstream and Euroclear in Europe if the investors are participants in those systems, or indirectly through organizations that are participants in the systems. For any of such Bonds, the record holder will be DTC’s nominee. Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories.

The depositories, in turn, will hold positions in customers’ securities accounts in the depositories’ names on the books of DTC. Because of time zone differences, the securities account of a Clearstream or Euroclear participant as a result of a transaction with a participant, other than a depository holding on behalf of Clearstream or Euroclear, will be credited during the securities settlement processing day, which must be a business day for Clearstream or Euroclear, as the case may be, immediately following the DTC settlement date. These credits or any transactions in the securities settled during the processing will be reported to the relevant Euroclear participant or Clearstream participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or Euroclear participant to a DTC Participant, other than the depository for Clearstream or Euroclear, will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Transfers between participants will occur in accordance with DTC rules. Transfers between Clearstream participants or Euroclear participants will occur in accordance with their respective rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the relevant depositories; however, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures and within its established deadlines in European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream participants or Euroclear participants may not deliver instructions directly to the depositories.

The Corporation will not impose any fees in respect of holding the Bonds; however, holders of book-entry interests in the Bonds may incur fees normally payable in respect of the maintenance and operation of accounts in the Clearing Systems.

Initial Settlement. Interests in the Bonds will be in uncertified book-entry form. Purchasers electing to hold book-entry interests in the Bonds through Euroclear and Clearstream accounts will follow the settlement procedures applicable to conventional Eurobonds. Book-entry interests in the Bonds will be credited to Euroclear and Clearstream participants’ securities clearance accounts on the business day following the date of delivery of the Bonds against payment (value as on the date of delivery of the Bonds). DTC participants acting on behalf of purchasers electing to hold book-entry interests in the Bonds through DTC will follow the delivery practices applicable to securities eligible for DTC’s Same Day Funds Settlement system. DTC participants’ securities accounts will be credited with book-entry interests in the Bonds following confirmation of receipt of payment to the Corporation on the date of delivery of the Bonds.

Secondary Market Trading. Secondary market trades in the Bonds will be settled by transfer of title to book-entry interests in the Clearing Systems. Title to such book-entry interests will pass by registration of the

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transfer within the records of Euroclear, Clearstream or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the Bonds may be transferred within Euroclear and within Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream. Book-entry interests in the Bonds may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfer of book-entry interests in the Bonds between Euroclear or Clearstream and DTC may be effected in accordance with procedures established for this purpose by Euroclear, Clearstream and DTC.

Special Timing Considerations. Investors should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the Bonds through Euroclear or Clearstream on days when those systems are open for business. In addition, because of time-zone differences, there may be complications with completing transactions involving Clearstream and/or Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the Bonds, or to receive or make a payment or delivery of Bonds, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg if Clearstream is used, or Brussels if Euroclear is used.

Clearing Information. The Corporation expects that the Bonds will be accepted for clearance through the facilities of Euroclear and Clearstream. The international securities identification number, common code and CUSIP number for the Bond set out on the cover page of this Offering Memorandum.

General. None of Euroclear, Clearstream or DTC is under any obligation to perform or continue to perform the procedures referred to above, and such procedures may be discontinued at any time.

Neither the Corporation nor any of its agents will have any responsibility for the performance by Euroclear, Clearstream or DTC or their respective direct or indirect participants or account holders of their respective obligations under the rules and procedures governing their operations or the arrangements referred to above.

The information in this Appendix E concerning the Clearing Systems has been obtained from sources that the Underwriters believe to be reliable, but the Underwriters take no responsibility for the accuracy thereof.

LIMITATIONS

For so long as the Bonds are registered in the name of DTC or its nominee, Cede & Co., the Corporation and the Bond Trustee will recognize only DTC or its nominee, Cede & Co., as the registered owner of the Bonds for all purposes, including payments, notices and voting. So long as Cede & Co. is the registered owner of the Bonds, references in this Offering Memorandum to registered owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds.

Because DTC is treated as the owner of the Bonds for substantially all purposes under the Indenture, beneficial owners may have a restricted ability to influence in a timely fashion remedial action or the giving or withholding of requested consents or other directions. In addition, because the identity of beneficial owners is unknown to the Corporation, the Bond Trustee or DTC, it may be difficult to transmit information of potential interest to beneficial owners in an effective and timely manner. Beneficial owners should make appropriate arrangements with their broker or dealer regarding distribution of information regarding the Bonds that may be transmitted by or through DTC.

Under the Indenture, payments made by the Bond Trustee to DTC or its nominee shall satisfy the obligations of the Corporation and the other members of the Obligated Group under the Series 2018A Obligation to the extent of the payments so made.

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Neither the Corporation nor the Bond Trustee have any responsibility or obligation with respect to:

• the accuracy of the records of DTC, its nominee or any Direct Participant or Indirect Participant with respect to any beneficial ownership interest in any Bonds;

• the delivery to any Direct Participant or Indirect Participant or any other person, other than a registered owner as shown in the bond register kept by the Bond Trustee, of any notice with respect to any Bond including, without limitation, any notice of redemption with respect to any Bond;

• the payment to any Direct Participant or Indirect Participant or any other person, other than a registered owner as shown in the bond register kept by the Bond Trustee, of any amount with respect to the principal of, premium, if any, or interest on, any Bond; or

• any consent given by DTC or its nominee as registered owner.

Prior to any discontinuation of the book entry only system hereinabove described, the Corporation and the Bond Trustee may treat Cede & Co. (or such other nominee of DTC) as, and deem Cede & Co. (or such other nominee) to be, the absolute registered owner of the Bonds for all purposes whatsoever, including, without limitation:

• the payment of principal, premium, if any, and interest on the Bonds;

• giving notices of redemption and other matters with respect to the Bonds;

• registering transfers with respect to the Bonds; and

• the selection of Bonds for redemption.

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INDIANA UNIVERSITY HEALTH, INC. OBLIGATED GROUP • Taxable Bonds, Series 2018A Total patient care, including patient care, Total body and spirit mind, Excellence in education for healthcare providers The highest quality of care life and respect for equality and justice Charity, in healthcare Leadership in health promotion and wellness Research excellence An internal community of mutual trust and respect ■ ■ ■ ■ ■ ■ ■ VALUES hold dear:The values we Leading edge medicine Most skilled professionals Whole person care approach Personalized ■ ■ ■ ■ ESSENTIALS uniquely deliver:How we MISSION The purpose of our organization: the health of our improve To patients and community through care, excellence in innovation, research and service.education, The best care, designed for you designed for The best care, PROMISE make The promise we to our consumers: VISION aspire to be: What we the transformation will lead We of healthcare through quality, and and education, innovation Indiana one of the nation’s make healthiest states. © 2017 IUHealth 8/17 IUH#24634