Fairfield University Issue, Series S

This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series S Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. pay thefederalalternativeminimumtax.SeeTAXMATTERSherein. amounts onwhichthenetConnecticutminimumtaxisbasedincaseofindividuals,trustsandestatesrequiredto taxable incomeforpurposesoftheConnecticuttaxonindividuals,trustsandestatesisexcludedfrom tax onindividualsand,exceptashereinafterdescribed,corporations.SeeTAXMATTERSherein. for federalincometaxpurposesandisnotanitemofpreferencethealternativeminimum of 1986,asamended(the“Code”),underexistinglaw,interestontheSeriesSBondsisnotincludedingrossincome compliance with certain representations and covenants relating to certain requirements of the Internal Revenue Code State of does notinanywaycreateaso-calledmoralobligation oftheState * Preliminary, subjectto change. February ___,2018 Goldman Sachs & R Dated: DateofDelivery NE and creditof,theStateof if any,orinterestontheSeriesS of adefaultbythe It isexpectedthattheSeriesS BondswillbeavailablefordeliverytoDTCinNewYork, NewYork,onoraboutApril__,2018. P.C., Trumbull,Connecticut; andfortheUnderwritersbytheircounsel,SquirePatton Boggs (US)LLP,NewYork,York. Special Counsel, McCarter & English, LLP, Hartford, Connecticut; for the Institution by its counsel, Owens, Schine & Nicola, Hartford, Connecticut,Bond CounseltotheAuthority.Certainlegalmatterswillbe passeduponfortheAuthoritybyits Provisions.” S BONDS—Book-Entry-OnlySystem.” owners willmeanCede&Co.,asaforesaid,andnottheBeneficialOwnersofSeriesSBonds.See“THE SERIES Series SBonds.SolongasCede&Co.istheBondowner,nomineeofDTC,referenceshereintoBondownersorregistered any integralmultiplethereof.Purchasersofbeneficialinterestswillnotreceivecertificatesrepresentingtheir inthe Purchases ofbeneficialinterestsintheSeriesSBondswillbemadebook-entry-onlyform,denomination $5,000or in thenameofCede&Co.,asBondownerandnomineeforTheDepositoryTrustCompany,NewYork,York (“DTC”). fully describedherein. to theBeneficialOwnersisresponsibilityofDirectParticipantsandIndirectParticipants,allasdefined and asmore Disbursement ofsuchpaymentstoDTC’sDirectParticipantsistheresponsibilityDTCanddisbursement payments the Series S Bonds will be paid directly to DTC by the Trustee so long as DTC or its nominee, Cede & Co., is the Bondowner. pursuant totheAgreementisabsoluteandunconditional. by andbetweentheAuthorityFairfieldUniversity(the“Institution”).TheobligationofInstitutiontomake payments account of the Authorityin accordance with the provisions of the Loan Agreement, dated as of April1, 2018 (the “Agreement”), Association, Hartford,Connecticut(the“Trustee”),payablesolelyfromtheRevenuesofAuthoritypaidtoTrustee forthe under theprovisionsofTrustIndenture,datedasApril1,2018,byandbetweenAuthorityU.S.Bank National will be specialobligationsof the State of Connecticut Health and Educational Facilities Authority(the “Authority”) secured evenues derivedbythe W The SeriesSBondsareoffered subjecttotheapprovaloflegalitySeriesSBonds byPullman&Comley,LLC, In theopinionofBondCounsel,underexistingstatutes,interestonSeriesSBondsisexcludedfromConnecticut In theopinionofBondCounsel,renderedinrelianceuponandassumingaccuracycontinuing T The SeriesSBondsaresubjecttoredemptionpriormaturityasprovidedherein.See“THESERIESBONDS—Redemption The SeriesSBondsareissuableonlyasfullyregisteredbondswithoutcoupons,and,whenissued,willbe 2018)on ofeachyear,commencingonJuly 1, Principal of,premium,ifany,andinterest(payableonJanuary1July 1 The StateofConnecticutHealthandEducationalFacilitiesAuthorityRevenueBonds,SeriesS(the“SeriesBonds”) he Series S I SS C UE onnecticut orofanypoliticalsubdivisionthereofispledged tothepaymentofprincipalof,premium, B Preliminary Official Statement Date onds are not and shall not be deemed to constitute a debt or liability of, or a pledge of the faith I nstitution orthe C

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$66,285,000* STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY REVENUE BONDS, FAIRFIELD UNIVERSITY ISSUE, SERIES S

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS

Due Principal Interest (July 1) Amount* Rate Yield CUSIP†

2019 $ 235,000 2020 4,435,000 2021 5,385,000 2022 5,630,000 2023 5,905,000 2024 6,225,000 2025 6,550,000 2026 6,860,000 2027 7,235,000 2028 7,600,000 2029 9,020,000 2030 225,000 2031 235,000 2032 245,000 2033 245,000 2034 255,000

* Preliminary, subject to change. † Copyright, American Bankers Association. The CUSIP numbers are provided by S&P Global Ratings, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers are being provided solely for the convenience of Bondholders only at the time of issuance of the Series S Bonds, and the Authority and the Underwriters do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series S Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series S Bonds.

No dealer, broker, salesperson or other person has been authorized by the Authority, the Institution, or the Underwriters to give any information or to make any representation with respect to the Series S Bonds, other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. Certain information contained herein has been obtained from the Institution and other sources. THE AUTHORITY HAS RELIED ENTIRELY ON THE INSTITUTION, DTC, AND SUCH OTHER SOURCES FOR SUCH INFORMATION, INCLUDING THE INFORMATION PERTAINING TO DTC, THE INFORMATION INCLUDED IN APPENDICES A AND B AND OTHER INFORMATION HEREIN PERTAINING TO THE INSTITUTION AND ITS FINANCIAL CONDITION. The Authority makes no representation as to the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities 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.

This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the Series S Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.

IN CONNECTION WITH THE OFFERING OF THE SERIES S BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF SUCH SERIES S BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE SERIES S BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES ACTS, NOR HAS ANY INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE SERIES S BONDS HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE MERITS OF THE SERIES S BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT OR APPROVED THE SERIES S BONDS FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

TABLE OF CONTENTS Page INTRODUCTION ...... 1 THE AUTHORITY ...... 2 THE SERIES S BONDS ...... 6 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES S BONDS ...... 11 PLAN OF REFUNDING ...... 13 ESTIMATED SOURCES AND USES OF FUNDS ...... 14 ANNUAL DEBT SERVICE SCHEDULE ...... 14 BONDOWNERS’ RISKS ...... 15 TAX MATTERS ...... 18 LEGALITY OF THE SERIES S BONDS FOR INVESTMENT AND DEPOSIT ...... 21 NEGOTIABLE INSTRUMENTS ...... 22 STATE NOT LIABLE ON THE SERIES S BONDS ...... 22 COVENANT BY THE STATE ...... 22 RATINGS ...... 22 UNDERWRITING ...... 22 LEGAL MATTERS ...... 23 INDEPENDENT ACCOUNTANTS ...... 23 VERIFICATION OF MATHEMATICAL COMPUTATIONS ...... 23 LITIGATION ...... 24 CONTINUING DISCLOSURE OBLIGATION ...... 24 FINANCIAL ADVISOR ...... 25 MISCELLANEOUS ...... 25

Appendix A – Information Regarding the Institution ...... A-1 Appendix B – Audited Financial Statements of the Institution ...... B-1 Appendix C – Definitions of Certain Terms ...... C-1 Appendix D – Excerpts From the Trust Indenture ...... D-1 Appendix E – Excerpts From the Loan Agreement ...... E-1 Appendix F – Indebtedness of the Authority ...... F-1 Appendix G – Form of Opinion of Bond Counsel ...... G-1 Appendix H – Form of Continuing Disclosure Agreement ...... H-1

OFFICIAL STATEMENT

Relating to

$66,285,000* STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY REVENUE BONDS, FAIRFIELD UNIVERSITY ISSUE, SERIES S

INTRODUCTION

Purpose of this Official Statement. The purpose of this Official Statement is to set forth certain information concerning the State of Connecticut Health and Educational Facilities Authority (the “Authority”), Fairfield University (the “Institution”) and the $66,285,000* aggregate principal amount of the Authority’s Revenue Bonds, Fairfield University Issue, Series S (the “Series S Bonds”), dated their date of delivery, authorized by a bond resolution adopted by the Authority on December 5, 2017 (the “Resolution”). The Series S Bonds will be secured by and issued in accordance with the provisions of the Trust Indenture, dated as of April 1, 2018 (the “Indenture”) by and between the Authority and U.S. Bank National Association, as trustee (the “Trustee”). The proceeds of the Series S Bonds will be loaned pursuant to the Loan Agreement, dated as of April 1, 2018 (the “Agreement”), by and between the Authority and the Institution. No additional bonds are authorized to be issued under the Indenture.

The descriptions and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. See Appendix C, Appendix D and Appendix E for definitions of certain words and terms used herein and for excerpts of certain provisions of the Indenture and the Agreement.

Fairfield University. Fairfield University is an independent, nonprofit, co-educational institution of higher education located in Fairfield, Connecticut. The Institution was founded and given its original charter by the General Assembly of the State of Connecticut in 1945. In academic year 2017-18, the Institution enrolled approximately 4,113 undergraduate students and approximately 1,079 students in its graduate programs. The Institution currently employs approximately 376 full-time faculty and approximately 559 staff. For further information concerning the Institution, see Appendix A and Appendix B hereto.

The Series S Bonds. The Series S Bonds are to be issued pursuant to the State of Connecticut Health and Educational Facilities Authority Act, Chapter 187 of the General Statutes of Connecticut, Sections l0a-176 to l0a-198, inclusive, as amended (the “Act”), and other applicable provisions of law and will be secured and issued in accordance with the Indenture. The Series S Bonds will be initially issued in the form of one registered bond for each maturity of the Series S Bonds and will be delivered to Cede & Co. as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will represent to the Authority that it will maintain a book-entry system for recording ownership interests (in denominations of $5,000 and integral multiples thereof) of its participants (the “DTC Participants”) and that the ownership interest of a purchaser of a beneficial interest in the Series S Bonds (the “Beneficial Owner”) will be recorded through book entries on the records of the DTC Participants. Beneficial Owners will not receive any certificates representing their interest in the Series S Bonds. See “THE SERIES S BONDS — Book-Entry-Only System.”

* Preliminary, subject to change.

Use of Proceeds. Proceeds from the sale of the Series S Bonds will be used to: (i) currently refund $6,325,000 aggregate principal amount of the Authority’s Revenue Bonds, Fairfield University Issue, Series M (the “Series M Bonds”), currently outstanding in the aggregate principal amount of $6,325,000, the proceeds of which were used to refund the Authority’s Series K Bonds and Series L-1 (Second Tranche) Bonds, (ii) currently refund $78,975,000 aggregate principal amount of the Authority’s Revenue Bonds, Fairfield University Issue, Series N (the “Series N Bonds”), currently outstanding in the aggregate principal amount of $78,975,000, the proceeds of which were used to currently refund the Authority’s Series L-1 and L-2 Bonds and (iii) pay costs of issuance of the Series S Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” and Appendix A - “The Series S Project.” The bonds to be refunded with the proceeds of the Series S Bonds are the “Refunded Bonds.”

Security and Sources of Payment for the Series S Bonds. The Series S Bonds are special obligations of the Authority payable from Revenues of the Authority received from the Institution under the terms of the Agreement. Under the Agreement, the proceeds of the Series S Bonds will be loaned by the Authority to the Institution. Pursuant to the Agreement and the Note, dated as of the date of delivery of the Series S Bonds (the “Note”) from the Institution to the Authority, the Institution will be obligated to provide amounts which will be sufficient to enable the Authority to pay the principal of, premium, if any, and interest on the Series S Bonds. The payment obligations of the Institution under the Agreement will be an unsecured general obligation of the Institution and, as such, will be on parity under the Agreement with the Institution’s payment obligations with respect to the Authority’s outstanding Revenue Bonds, Fairfield University Issues, Series P, Series Q-1, Series Q-2 and Series R (respectively, the “Series P Bonds,” the “Series Q-1 Bonds,” the “Series Q-2 Bonds” and the “Series R Bonds”; collectively the “Outstanding Prior Bonds”). Upon issuance of the Series S Bonds, the Series M Bonds and the Series N Bonds are expected to be defeased and will no longer be outstanding.

As security for payment of the Series S Bonds, the Authority under the Indenture will assign and pledge to the Trustee: (i) the payments to be made by the Institution under the Agreement, the Note and the Revenues payable to the Authority or to the Trustee thereunder for the account of the Authority; (ii) the moneys and securities deposited and held from time to time by the Authority or by the Trustee in the Funds and Accounts created under the Indenture (excluding fees and expenses payable to the Authority and moneys and securities held in the Rebate Fund); and (iii) any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security in accordance with the Indenture by the Authority or the Institution or by anyone on their behalf to the Trustee, including without limitation funds of the Institution held by the Trustee and the Authority as security for the Series S Bonds.

The Series S Bonds will not be secured by a pledge of gross receipts or by a mortgage lien on or security interest in any real or tangible personal property of the Institution. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES S BONDS.”

THE AUTHORITY

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

Authority Membership and Organization

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

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

Peter W. Lisi, Ph.D., Chairperson, term as member expires June 30, 2020 Dr. Lisi, a resident of West Hartford, is the Director of the Office of Sponsored Programs for the University of Hartford. Prior to joining the University in November 2004, he served as the Director of External Affairs for the Connecticut Historical Society Museum and at Choate Rosemary Hall as Director of Planning and Budgeting and also as Associate Director of Development. Dr. Lisi serves as President and Board Member for the Watkinson School and is Past President and a Board Member of the West Hartford Chamber of Commerce.

John M. Biancamano, Vice Chairperson, term as member expires June 30, 2020

Mr. Biancamano, a resident of Wethersfield, is Special Advisor to the President for Financial & Health Affairs at The University of Connecticut. Prior to that he served as Interim Vice President Administration and Chief Financial Officer from May 1 through December 31, 2014, and as Chief Financial Officer of The University of Connecticut Health Center from November 2008 to January 2014. Previously he served as Vice President, Finance and Chief Financial Officer of Hartford Health Care Corporation and Hartford Hospital from 1990-2008, and as Vice President and Treasurer of Mount Sinai Hospital in Hartford from 1984 to 1990. Previous to 1984, Mr. Biancamano was an Audit Manager with Ernst & Whinney. Mr. Biancamano is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and Connecticut Society of Certified Public Accountants.

Denise L. Nappier, ex-officio

Ms. Nappier, a resident of Hartford, became Treasurer of the State of Connecticut on January 6, 1999, and was re-elected to a fifth term in November 2014. Prior to her election as Treasurer in November 1998, for ten years, Ms. Nappier was Treasurer of the City of Hartford. Previously she served as consultant in the Connecticut Office of Policy and Management, Director of Institutional Relations for the UConn Health Center, and Executive Director of Riverfront Recapture, Inc. She is also an ex-officio member of several quasi-state boards, including the Connecticut Bond Commission, the Connecticut

Airport Authority, the Clean Energy Finance and Investment Authority, the Connecticut Higher Education Trust Advisory Committee, the Connecticut Housing Finance Authority, the Connecticut Lottery Commission Board of Directors, the State Employees’ Retirement Commission, the Teachers’ Retirement Board and Connecticut Innovations. Ms. Nappier served five terms as Treasurer of the National Association of State Treasurers and is a board member of the National Association of Corporate Directors, Connecticut Chapter, and the International Foundation for Electoral Systems.

Benjamin Barnes, ex-officio

Mr. Barnes, a resident of Stratford, is the Secretary of the Office of Policy and Management of the State of Connecticut. Prior to his appointment, effective January 5, 2011, Mr. Barnes was the Operating Officer for the Bridgeport Public Schools. Previously, Mr. Barnes was the Director of Operations for the City of Stamford and also served as Director of Administration and as Director of Public Safety, Health and Welfare for the City of Stamford. He has also worked as the Government Finance Director for the Connecticut Conference of Municipalities and as a planner for the Cities of Hartford, Connecticut and St. Petersburg, Florida. Mr. Barnes has served on the Boards of Directors of the Housing Development Fund and the Childcare Learning Centers.

Michael Angelini, term as member expires February 9, 2023

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

Elizabeth C. Hammer, term as member expires June 30, 2019

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

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

Ms. Lindsay, a resident of Hamden, is an attorney in private practice who represents tax-exempt organizations. She has been a visiting lecturer at the Yale Law School since 1992 teaching Nonprofit Organizations Law. She is a member of the Connecticut Bar Association Tax and Business Sections and the American Bar Association Tax Section (Exempt Organizations Committee) and Business Law Section (Legal Opinions and Nonprofit Organizations Committees). She has participated in numerous statutory drafting task forces pertinent to nonprofit organizations. She also serves on the Steering Committee for the Loaves and Fishes Program of the Episcopal Church of St. Paul and St. James in New Haven, as well as on the Legal and Tax Panel of the Jewish Community Foundation in Hartford.

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

Dr. Lopez, a resident of East Hartford, is the former Director of the Latino Policy Institute of the Hispanic Health Council. She is also the former Vice Chancellor of Academic Affairs of the Connecticut

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

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

Ms. Rubin, a resident of Glastonbury, is Executive Vice President of iStar Financial. Ms. Rubin has over 30 years’ experience in commercial real estate investments. Prior to joining iStar, Ms. Rubin was an investment professional with Phoenix Home Life Mutual Insurance Company. She is currently a member of the Board of Hartford Stage and a member of the Board of the Social Enterprise Investment Fund.

Mark Varholak, term as member expires June 30, 2021

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

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

Powers of the Authority

Under the Act, the Authority is authorized and empowered with respect to health care institutions, nursing homes, institutions of secondary or higher education, child care and child care development facilities, and other qualified nonprofit organizations, among other things: to acquire real and personal property; to issue bonds, bond anticipation notes and other obligations and to refund the same; to acquire federally guaranteed securities or to make loans to acquire such securities in order to finance, refinance or refund projects; to charge and collect rentals for the use of projects or for services furnished in relation thereto; to construct, reconstruct, renovate, replace, maintain, repair, operate, lease, or regulate projects and to enter into contracts in order to provide, manage or operate such projects; to establish or cause to be established rules and regulations for the use of projects provided by the Authority; to receive, in relation to projects, loans or grants from any public agency or other source; to make loans for the cost of projects, including the refunding of obligations, mortgages or advances thereof; to finance or refinance certain items of equipment; to mortgage any project and the site thereof for the benefit of the owners of bonds issued to finance such project; to accept mortgages as security for project loans; and to do all things necessary to carry out the purposes of the Act.

Indebtedness of the Authority

The Authority as of December 31, 2017 had authorized and issued certain series of its general obligation and revenue bonds for eligible institutions under the Act in an aggregate principal amount of $20,899,157,483 of which $8,475,876,302 was outstanding as of December 31, 2017.

Appendix F annexed hereto contains a complete tabulation of all series of the Authority’s bonds issued, retired and outstanding as of December 31, 2017. In addition, the Authority has board approval to issue Revenue Bonds: Loomis Chaffee School Issue, Series J in a principal amount not to exceed $7,500,000 and University of New Haven Issue, Series K in a principal amount not to exceed $150,000,000.

With respect to subsequent bond or note issues, the Authority intends to enter into separate agreements with institutions of secondary or higher education, health care institutions, nursing homes, child care and child development facilities and other qualified nonprofit institutions in the State for the purpose of financing projects for such institutions, and each such series so issued will be issued pursuant to a resolution, a trust agreement or a bond indenture other than the Indenture.

THE SERIES S BONDS

All references to the Series S Bonds are qualified in their entirety by the definitive terms thereof and the information with respect thereto included in the Indenture, the Loan Agreement and the Note.

Description of the Series S Bonds

The Series S Bonds will be issued in the aggregate principal amount set forth on the cover page hereof. The Series S Bonds will be dated the date of their issuance, with interest accruing from such date, payable initially on July 1, 2018, and semiannually on each January 1 and July 1 thereafter. The Series S Bonds will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) at the rates and will mature in the years and in the amounts as shown on the inside cover page hereof.

The Series S Bonds will be issued as fully registered bonds without coupons and in denominations of $5,000 or any integral multiple thereof. The Series S Bonds will be registered in the name of Cede & Co., as nominee of DTC, pursuant to DTC’s Book-Entry Only System. Purchases of beneficial interests in the Series S Bonds will be made in book-entry form, without certificates. If at any time the Book-Entry Only System is discontinued for the Series S Bonds, the Series S Bonds will be exchangeable for other fully registered certificated Series S Bonds in any authorized denominations, maturity and interest rate. See “Book-Entry Only System” below. The Trustee may impose a charge sufficient to reimburse the Authority, the Institution or the Trustee for any tax, fee or other governmental charge required to be paid with respect to such exchange or any transfer of a Series S Bond. The cost, if any, of preparing each new Series S Bond issued upon such exchange or transfer, and any other expenses of the Authority, the Institution or the Trustee incurred in connection therewith, will be paid by the person requesting such exchange or transfer.

Interest on the Series S Bonds will be payable by wire or by check or draft mailed to the registered owners thereof. As long as the Series S Bonds are registered in the name of Cede & Co., as nominee of DTC, such payments will be made directly to DTC. See “Book-Entry Only System” below.

The Series S Bonds are subject to redemption prior to maturity as described below under “Redemption Provisions.”

Redemption Provisions

Optional Redemption. The Series S Bonds maturing on or before July 1, 20__ are not subject to optional redemption prior to maturity. The Series S Bonds maturing after July 1, 20__ are subject to optional redemption prior to maturity commencing July 1, 20__ as a whole or in part at any time, at the option of the Authority, at the direction of the Institution, and in any maturity selected by the Authority at the direction of the Institution or by operation of the Redemption Fund, at the Redemption Price of 100% of the principal amount thereof, plus accrued interest thereon to the date set for redemption.

Special Redemption. The Series S Bonds will be subject to special mandatory redemption in the event that (i) insurance or condemnation proceeds of $25,000 or more resulting from any damage, destruction, casualty loss or condemnation with respect to the Premises are on deposit in the Redemption Fund pursuant to the Agreement or (ii) excess Bond proceeds of $25,000 or more and no longer needed for Costs of a Project are on deposit in the Redemption Fund pursuant to the Indenture, in each case the Trustee will apply, at the written direction of the Authority, such amounts to the redemption of Series S Bonds as a whole or in part at any time at par, plus accrued interest thereon to the date set for redemption, on an Interest Payment Date. Partial redemption of the Series S Bonds will be in any maturity or maturities selected by the Authority at the direction of the Institution.

Redemption Procedures. When Series S Bonds (or portions thereof) are to be redeemed, the Authority will give or cause to be given notice of the redemption of the Series S Bonds to the Trustee no later than 45 days prior to the redemption date. Thereafter, the Trustee will give or cause to be given notice of the redemption of the Series S Bonds (or portions thereof) in the name of the Authority which notice will specify: (i) the Series S Bonds to be redeemed in whole or in part; (ii) the redemption date; (iii) the numbers and other distinguishing marks of the Series S Bonds to be redeemed (except in the event that all of the Outstanding Series S Bonds are to be redeemed); and (iv) that such Series S Bonds will be redeemed at the designated corporate trust office of the Trustee. Such notice will further state that on such date there will become due and payable upon each Bond (or a portion thereof) to be redeemed the Redemption Price thereof, together with interest accrued to the redemption date, and that, from and after such date, interest thereon will cease to accrue. Any notice of redemption may state that it is conditional. Such notice will be given, not more than 45 nor less than 30 days (or such shorter period as may be established by the Indenture) prior to the redemption date, by the Trustee by mail, postage prepaid, to the Bondowners of any Series S Bonds which are to be redeemed, at their addresses appearing on the registration books maintained by the Trustee. Any notice of optional redemption must state that it is conditional and that the redemption of such Series S Bonds is subject to there being on deposit with the Trustee on the redemption date, funds sufficient to pay the redemption price of such Series S Bonds. Notice having been given in accordance with the foregoing, failure to receive any such notice by any of such Bondowners or any defect therein, will not affect the redemption or the validity of the proceedings for the redemption of the Series S Bonds.

If less than all of the Series S Bonds of any maturity are to be so redeemed, the Series S Bonds (or portions thereof) to be redeemed will be selected by the Trustee by lot or in any customary manner of selection as determined by the Trustee.

Registration and Transfer of Series S Bonds

The Series S Bonds will be registered as to both principal and interest. The Authority will cause to be prepared books for registration of the Series S Bonds, which registration books will be kept by the Trustee, who is designated as the registrar for the purpose of registering the Series S Bonds. The Trustee will also act as transfer agent for the Series S Bonds.

So long as any of the Series S Bonds remain Outstanding, the Trustee will maintain and keep, at its designated corporate trust office, books for the registration and transfer of such Series S Bonds; and, upon presentation thereof for such purpose at such office, the Trustee will register or cause to be registered, and permit to be transferred, under such reasonable regulations as the Trustee may prescribe, any Bond entitled to registration or transfer. So long as any of the Series S Bonds remain Outstanding, the Trustee will make all necessary provisions to permit the exchange of such Series S Bonds at its designated corporate trust office.

Each Bond will be transferable only upon the books of the Authority which will be kept for that purpose at the designated corporate trust office of the Trustee, at the written request of the Bondowner thereof or his attorney duly authorized in writing, upon surrender thereof at such office, together with a written instrument of transfer satisfactory to the Trustee and such other documents as are reasonably required by the Trustee duly executed by the Bondowner or his duly authorized attorney. Upon the transfer of any such Series S Bonds, the Trustee will issue in the name of the transferee, in Authorized Denominations, new Series S Bonds, of the same aggregate principal amount, maturity and interest rate as the surrendered Series S Bonds.

The Authority and the Trustee may deem and treat the Bondowner of any Series S Bond as the absolute owner of such Series S Bond, whether such Series S Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and interest on such Series S Bond and for all other purposes, and all such payments so made to any such owner or upon his order will be valid and effectual to satisfy and discharge the liability upon such Series S Bond to the extent of the sum or sums so paid, and neither the Authority nor the Trustee will be affected by any notice to the contrary.

In all cases in which the privilege of exchanging or transferring is exercised, the Trustee will authenticate and deliver Series S Bonds in accordance with the provisions of the Indenture. All Series S Bonds surrendered in any such exchanges or transfers will forthwith be cancelled by the Trustee. For every such exchange or transfer of Series S Bonds, whether temporary or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums will be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Trustee will not be obliged to make any such exchange or transfer of Series S Bonds, during the period from each Record Date to the following Interest Payment Date or, in the case of a proposed redemption of Series S Bonds if such Series S Bonds are eligible to be selected or have been selected for redemption, during the 45 days next preceding the date fixed for such redemption.

Book-Entry Bonds; Securities Depository

Payment of principal of, premium, if any, and interest on the Series S Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee. See “THE SERIES S BONDS - Book-Entry-Only System” below. In the event the Series S Bonds are not in a book-entry-only system, payment of principal of, premium, if any, and interest on the Series S Bonds will be made as described in the Indenture.

Book-Entry-Only System

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Series S Bonds. The Series S Bonds will be issued as fully registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized

representative of DTC. One fully registered certificate will be issued for each maturity of the Series S Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). 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 the Series S Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series S Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series S 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 Series S Bonds, except in the event that use of the book-entry system for the Series S Bonds is discontinued.

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

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series S Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series S Bonds, such as redemptions, defaults and proposed amendments to bond documents. For

example, Beneficial Owners of Series S Bonds may wish to ascertain that the nominee holding the Series S Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them.

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

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series S Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee 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 Series S Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

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

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

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

THE INFORMATION UNDER THIS HEADING HAS BEEN OBTAINED FROM DTC. HOWEVER, NO REPRESENTATION IS MADE BY THE AUTHORITY, THE TRUSTEE, THE INSTITUTION OR THE UNDERWRITERS AS TO THE ACCURACY OR ADEQUACY OF THE INFORMATION SET FORTH ABOVE UNDER THIS HEADING OR AS TO THE ABSENCE OF MATERIAL ADVERSE CHANGES IN SUCH INFORMATION SUBSEQUENT TO THE DATE HEREOF.

Under the Indenture, payments made by the Trustee to DTC or its nominee will satisfy the Authority’s obligations under the Indenture and the Institution’s obligations under the Agreement and the Note, to the extent of the payments so made.

Prior to any discontinuation of the book-entry only system described above, the Trustee and the Authority may treat DTC or its nominee, Cede & Co., as, and deem DTC or its nominee, Cede & Co., to

be, the absolute owner of the Series S Bonds for all purposes whatsoever, including, without limitation, (i) the payment of principal of, Sinking Fund Installments for, purchase price and redemption price of, and interest on the Series S Bonds, (ii) giving notices of redemption and other matters with respect to the Series S Bonds, (iii) registering transfers with respect to the Series S Bonds and (iv) the selection of Series S Bonds for redemption.

NONE OF THE AUTHORITY, THE TRUSTEE, THE INSTITUTION OR THE UNDERWRITERS WILL HAVE ANY RESPONSIBILITY OR OBLIGATION WITH RESPECT TO (I) THE ACCURACY OF THE RECORDS OF DTC, ITS NOMINEE OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT WITH RESPECT TO ANY BENEFICIAL OWNERSHIP INTEREST IN ANY BOND, (II) THE DELIVERY TO ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OR ANY OTHER PERSON, OTHER THAN AN OWNER, AS SHOWN IN THE BOND REGISTER, OF ANY NOTICE WITH RESPECT TO ANY BOND, INCLUDING, WITHOUT LIMITATION, ANY NOTICE OF REDEMPTION OR ANY EVENT WHICH WOULD OR COULD GIVE RISE TO AN OPTION WITH RESPECT TO ANY BOND, (III) THE PAYMENT OF ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OR ANY OTHER PERSON, OTHER THAN AN OWNER, AS SHOWN IN THE BOND REGISTER, OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OF, SINKING FUND INSTALLMENT FOR, PURCHASE PRICE OR REDEMPTION PRICE OF, OR INTEREST ON, ANY BOND OR (IV) ANY CONSENT GIVEN BY DTC AS REGISTERED OWNER.

SECURITY AND SOURCES OF PAYMENT FOR THE SERIES S BONDS

Special Obligations of the Authority

The Indenture provides that all Series S Bonds will be special obligations of the Authority, payable solely from and secured solely by the payments made by the Institution under the Agreement, the Note and the Revenues payable to the Authority or to the Trustee for the account of the Authority and by the moneys and securities deposited and held from time to time by the Authority or by the Trustee in the Funds and Accounts created under the Indenture (excluding fees and expenses payable to the Authority, moneys and securities held in the Rebate Fund) and any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security in accordance with the Indenture by the Authority or the Institution or by anyone on their behalf to the Trustee, including without limitation funds of the Institution held by the Trustee and the Authority as security for the Series S Bonds.

Neither the faith and credit nor the taxing power of the State of Connecticut or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series S Bonds. The issuance of any bonds or notes, including the Series S Bonds, under the provisions of the Act does not directly or indirectly or contingently obligate the State of Connecticut or any political subdivision thereof to levy or pledge any form of taxation whatever therefor or to make an appropriation for such payments. The Authority has no taxing power.

The Agreement

At the time of delivery of the Series S Bonds the Institution will enter into the Agreement with the Authority, pursuant to which the Institution will borrow the proceeds of the Series S Bonds. The Institution will be absolutely and unconditionally obligated under the Agreement to make payments sufficient to pay, when due, the principal and interest on the Series S Bonds. Pursuant to the Indenture, the Authority assigns to the Trustee all right, title and interest of the Authority in and to the Agreement,

the Note and the Revenues payable to the Authority or to the Trustee for the account of the Authority (excluding fees and expenses payable to the Authority and the Authority’s rights to indemnification).

The Note

Concurrently with the issuance and delivery of the Series S Bonds, the Institution will issue the Note to secure its obligations with respect to the Series S Bonds. The Note issued by the Institution will be given to the Authority and assigned by the Authority to the Trustee pursuant to the Indenture and the Assignment of Note with respect to the Series S Bonds, in a principal amount equal to the principal amount of the Series S Bonds, to evidence the loan to the Institution from the Authority of the proceeds of the Series S Bonds.

Pledge of Revenues

Under the Indenture, the Authority pledges and assigns to the Trustee all of the Authority’s interest in (i) the Agreement, the Note and the Revenues (as hereinafter defined) payable to the Authority and (ii) any and all other property pledged, assigned or transferred as additional security for the Series S Bonds. “Revenues” are defined in the Indenture to include all amounts paid or payable to the Authority or to the Trustee for the account of the Authority (excluding fees and expenses payable to the Authority and the Trustee and the rights to indemnification of the Authority and the Trustee) under and pursuant to the Agreement and the Note. The Indenture also pledges any proceeds of the Series S Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture (other than the Rebate Fund), and investment income with respect to any moneys held by the Trustee or the Authority in the funds and accounts established under the Indenture other than amounts required to be deposited in the Rebate Fund and the income derived from the investment thereof.

Parity Debt

The payment obligations of the Institution under the Agreement are unsecured general obligations of the Institution and, as such, the obligations with respect to the Series S Bonds will be on parity with the Institution’s obligations with respect to the Outstanding Prior Bonds. The Outstanding Prior Bonds were issued under separate trust indentures and pursuant to separate loan agreements with the Institution. The loan agreements relating to the Series P Bonds contain covenants of the Institution requiring maintenance of a Long Term Debt Service Coverage Ratio and restricting certain Permitted Indebtedness that are not included in the Agreement. The Institution will continue to be subject to those covenants, however, so long as any Series P Bonds remain Outstanding. In addition, the Series P Bonds have the benefit of a separate debt service reserve fund. That debt service reserve fund does not secure the Series Q-1 Bonds, the Series Q-2 Bonds, the Series R Bonds or the Series S Bonds and, as described below, the Series S Bonds are not secured by a debt service reserve fund. Upon issuance of the Series S Bonds, the Series M Bonds and the Series N Bonds are expected to be defeased and will no longer be outstanding.

In addition to the Outstanding Prior Bonds, the Institution may, upon satisfaction of certain conditions precedent contained in the Agreement, incur additional indebtedness secured on a parity basis with the Outstanding Prior Bonds and the Series S Bonds (“Parity Debt”). Such Parity Debt may include, without limitation, revenue bonds issued by the Authority on behalf of the Institution under one or more trust indentures other than the Indenture.

The Negative Pledge

The payment obligations of the Institution under the Agreement are unsecured general obligations of the Institution. The Institution’s payment obligations will not be secured by any mortgage, lien or pledge of revenues. In the Agreement, the Institution covenants and agrees to not create or suffer to exist any mortgage, lien or security interest on its Property or any part thereof (except for Permitted Encumbrances), without the prior written consent of the Authority. See Appendix E – “EXCERPTS FROM THE LOAN AGREEMENT - Permitted Encumbrances.”

No Debt Service Reserve Fund

No Debt Service Reserve Fund for the Series S Bonds will be established under the Indenture.

PLAN OF REFUNDING

A portion of the proceeds from the sale of the Series S Bonds will be applied to currently refund and defease the Refunded Bonds, as described in more detail below.

The portion of the proceeds of the Series S Bonds to be applied to currently refund and defease the Refunded Bonds will be deposited in an escrow relating to the Refunded Bonds with U.S. Bank National Association (the “Escrow Agent”), pursuant to the Refunding Escrow Deposit Agreement (the “Escrow Deposit Agreement”), to be dated as of the date of issuance of the Series S Bonds between the Escrow Agent and the Authority. Under the Escrow Deposit Agreement, the Escrow Agent will deposit in an irrevocable escrow fund, designated as the Escrow Deposit Account, a portion of the proceeds of the Series S Bonds and other funds available, which will be used to purchase United States Treasury Securities or United States Treasury State and Local Government Series Securities (“SLGs”), the principal of which, when due, along with the cash amounts, will provide amounts sufficient to pay the principal, interest payments and redemption price on the Refunded Bonds on their respective payment or redemption dates. All investment income on and maturing principal of the United States Treasury Securities or SLGs held in the Escrow Deposit Account and needed to pay the principal and redemption price of and interest on the Refunded Bonds will be irrevocably deposited by the Escrow Agent for payment of such bonds. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

ESTIMATED SOURCES AND USES OF FUNDS

Estimated Sources of Funds Par Amount of the Series S Bonds Net original issue premium/discount Funds released under Refunded Bonds Indenture

TOTAL SOURCES

Estimated Uses of Funds Deposit to Escrow Deposit Fund Underwriters’ Discount and Costs of Issuance

TOTAL USES

______*Costs of issuance include but are not limited to, legal fees, Authority fees, printing costs, verification consultant fees and the fees of the rating agencies.

ANNUAL DEBT SERVICE SCHEDULE

The following table sets forth, for each bond year ending June 30, (i) the debt service payment to be made on the Series S Bonds on the July 1 immediately succeeding each such bond year; (ii) the debt service on the Outstanding Prior Bonds; and (iii) the total debt service requirements on all bonds.

14 Series S Bonds Year Total Series Debt Service on Combined Total Ending Principal Interest S Debt Outstanding Estimated June 30 Installments Payments Service(1) Prior Bonds Debt Service

2018 $ 16,886,912 2019 $ 19,070,329 2020 $ 19,074,179 2021 $ 19,069,554 2022 $ 19,072,041 2023 $ 19,069,616 2024 $ 19,073,741 2025 $ 19,073,266 2026 $ 19,074,266 2027 $ 19,072,016 2028 $ 19,069,641 2029 $ 19,023,641 2030 $ 13,783,141 2031 $ 13,780,341 2032 $ 13,781,685 2033 $ 13,781,010 2034 $ 13,782,125 2035 $ 13,785,688 2036 $ 13,783,738 2037 $ 13,780,938 2038 $ 13,784,000 2039 $ 13,781,200 2040 $ 13,779,200 2041 $ 13,817,400 2042 $ 13,820,300 2043 $ 13,820,700 2044 $ 13,817,650 2045 $ 13,820,100 2046 $ 13,816,700 2047 $ 13,816,400

TOTALS(1) $ 474,961,518

______(1) Totals may not add due to rounding.

BONDOWNERS’ RISKS

The following discussion of risks that could affect payment to be made by the Institution with respect to the Series S Bonds or could otherwise affect the Series S Bonds is not intended to be definitive, dispositive or comprehensive, but rather is intended to summarize certain matters that could adversely affect the ability of the Institution to make such payments which could otherwise affect the payment of debt service on the Series S Bonds, or could otherwise affect the Series S Bonds.

General

The Series S Bonds are special obligations of the Authority payable solely from the payments made by the Institution under the Agreement, and from the accounts in the funds held pursuant to the Indenture (except the Rebate Fund). No representation or assurance can be given that the Institution will generate sufficient revenues to make payments under the Agreement sufficient to pay principal of, premium, if any, and interest on the Series S Bonds and to make other payments required by the Agreement. The capabilities of management, future legislation, regulatory actions, economic conditions, changes in demand for education, investment performance of the Institution’s endowment funds or other factors could adversely affect the Institution’s ability to pay its obligations under the Agreement. For discussion of the financial condition of the Institution, see Appendix A. The audited financial statements of the Institution are included in Appendix B.

Adequacy of Revenues

The ability of the Institution to make payments under the Agreement will depend, among other things, upon the ability of the Institution to generate adequate revenues from its operations, as well as income from its investments. A key factor in maintaining revenues is the Institution’s ability to attract a sufficient number of qualified students. No assurances can be given that the Institution will continue to attract sufficient numbers of qualified students or that the revenues available to the Institution from its operations or otherwise will be available in amounts sufficient to make the payments required under the Agreement or the payments required under the loan agreements relating to the Outstanding Prior Bonds.

Investment and Gift Matters

The Institution derives a substantial portion of its revenues from income from investments and gifts. Any significant deterioration in the securities markets generally or adverse results in the specific investments which the Institution has made or reduction in gifts due to economic conditions or for other reasons would reduce its income and cash flow and therefore could adversely affect the Institution’s ability to pay its obligations under the Agreement and under the loan agreements relating to the Outstanding Prior Bonds and its ability to finance its capital needs and future growth.

Risk of Redemption

The Series S Bonds are subject to redemption or acceleration prior to maturity in certain circumstances. See “THE SERIES S BONDS - Redemption Provisions” and Appendices D and E. Bondowners may not realize their anticipated yield or investment to maturity because the Series S Bonds may be redeemed or accelerated prior to maturity at par or at a redemption price that results in the realization of less than the anticipated yield to maturity.

Event of Taxability

If the Institution does not comply with certain covenants set forth in the Agreement or the Tax Regulatory Agreement or if certain representations or warranties made by the Institution in the Agreement, in the Tax Regulatory Agreement or in certain certificates of the Institution delivered in conjunction with the issuance of the Series S Bonds are false or misleading, the interest payable on the Series S Bonds may become subject to federal income taxation retroactive to the date of issuance of the Series S Bonds, regardless of the date on which such noncompliance or misrepresentation is ascertained. In the event that interest on the Series S Bonds should become subject to federal income taxation, the Indenture does not provide for redemption of the Series S Bonds or automatic acceleration of the payment of debt service on the Series S Bonds.

Certain Matters Relating to Enforceability of the Agreement

The realization of any rights upon default by the Institution will depend upon the exercise of various remedies specified in the Agreement. Certain remedies may require judicial action which is often subject to discretion and delay. Under existing law, certain of the remedies specified in the Agreement may not be readily available or may be limited. For example, a court may decide not to order the specific performance of the covenants contained in the Agreement. The enforceability of the obligations of the Institution under the Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws or by equitable principles affecting the enforcement of creditors’ rights generally.

Secondary Market for the Series S Bonds

There can be no guarantee there will be a secondary market for the Series S Bonds or, if a secondary market exists, that the Series S Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular bond issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.

Factors Generally Affecting Higher Educational Institutions

The following factors, which are not all-inclusive, may adversely affect the operations of higher educational institutions in the future, including the operations of the Institution, to an extent that cannot be determined at this time.

1. The reduced demand for private university education or other services arising from a change in demographics, or from continued adverse or declining economic conditions in the areas from which the Institution draws a significant portion of its enrollment.

2. Cost increases without corresponding increases in revenue could result from, among other factors, increases in the salaries, wages and fringe benefits of college and university education employees and inflation.

3. Future legislation and regulations affecting private colleges and universities, their tax-exempt status, and educational institutions in general could adversely affect the operations of the Institution.

4. Competition from colleges and universities located elsewhere in Connecticut and throughout the United States, some of which enjoy public subsidies permitting lower tuition and fees than those which the Institution is required to charge, and from alternative or substitute educational programs, may decrease enrollment at the Institution.

5. Rising costs and reduced availability of energy.

6. The Code places certain limitations on the ability of educational institutions to finance certain projects, invest bond proceeds and advance refund prior tax-exempt bond issues. These limitations may increase the interest costs and restrict the use of tax-exempt bonds for future borrowing by the Institution.

Market Factors

The financial condition of the Institution as well as the market for the Series S Bonds could be affected by a variety of factors, some of which are beyond the Institution’s control. There can be no assurance that an adverse event will not occur which might affect the market price of and the market for the Series S Bonds. If a significant event should occur in the affairs of the Institution, the market for and the market value of the Series S Bonds could be adversely affected.

Changes in Federal and State Tax Law

Federal tax reform legislation, passed by Congress and signed into law by the President on December 22, 2017, among other changes, reduced federal income tax rates, eliminated the corporate alternative minimum tax for tax years beginning on or after January 1, 2018, and precluded the issuance of tax-exempt bonds to advance refund outstanding bonds. From time to time, other proposals may be introduced in Congress that, whether enacted or not, could materially impact the market price or marketability of the Series S Bonds (and other outstanding bonds of the Institution) and/or the ability of the Institution to borrow funds for capital expenditures at a tax-exempt rate. Such proposals or enacted legislation also could adversely impact the potential benefits of the exclusion from gross income for federal income tax purposes of the interest on the Series S Bonds and the economic value of the Series S Bonds. This could result from reductions in or changes to the structure of federal income tax rates, changes in the structure of the federal income tax or its replacement with another type of tax, repeal of the exclusion of the interest on the Series S Bonds from gross income, limitations on the future issuance of private activity bonds (such as bonds issued for the benefit of the Institution), or otherwise. It is not possible to predict whether any legislation having an adverse impact on the tax treatment of holders of the Series S Bonds may be proposed or enacted.

Miscellaneous

The Institution may be impacted by the cost and the limited availability and sufficiency of insurance for risks such as property damage and general liability.

The occurrence of natural disasters or other incidents may damage the facilities of the Institution, interrupt utility service to the facilities, or otherwise impair the operation of the Institution and the generation of revenues from the facilities. The facilities of the Institution are covered by general property insurance, subject to certain coverage exceptions, in an amount which the Institution considers to be sufficient to provide for the replacement of such facilities in the event of a natural disaster or other covered incident.

TAX MATTERS

Opinion of Bond Counsel – Federal Tax Exemption

In the opinion of Bond Counsel to the Authority, under existing law, interest on the Series S Bonds is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and, except as hereinafter discussed, corporations. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Authority, the Institution and others in connection with the Series S Bonds, and Bond Counsel has assumed compliance by the Authority and the Institution with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the Series S Bonds from gross income under Section 103 of the Code. In addition, in rendering its opinion, Bond Counsel has relied upon the opinion of counsel to the

Institution regarding, among other matters, the current qualification of the Institution as an organization described in Section 501(c)(3) of the Code.

For taxable years that began before January 1, 2018, interest on the Series S Bonds owned by certain corporations (as defined for federal income tax purposes) subject to the federal alternative minimum tax may be taken into account in computing the federal alternative minimum tax for such corporations. For taxable years beginning on or after January 1, 2018, the federal alternative minimum tax on corporations has been repealed.

Certain Ongoing Federal Tax Requirements and Covenants

The Code establishes certain significant ongoing requirements that must be met subsequent to the issuance and delivery of the Series S Bonds in order that interest on the Series S Bonds be and remain excludable from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the Series S Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the federal government. Noncompliance with such requirements may cause interest on the Series S Bonds to become included in gross income for federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered. The Authority and the Institution have covenanted to comply with certain applicable requirements of the Code to assure the exclusion of interest on the Series S Bonds from gross income under Section 103 of the Code.

Certain Collateral Federal Tax Consequences

The following is a brief discussion of certain collateral federal income tax matters with respect to the Series S Bonds. It does not purport to deal with all aspects of federal taxation that may be relevant to a particular owner of a Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the federal tax consequences of owning and disposing of the Series S Bonds.

Prospective owners of the Series S Bonds should be aware that the ownership of such obligations may result in collateral federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is not included in gross income for federal income tax purposes.

Interest paid on tax-exempt obligations such as the Series S Bonds is subject to information reporting to the Internal Revenue Service (the “IRS”) in a manner similar to interest paid on taxable obligations. In addition, interest on the Series S Bonds may be subject to backup withholding if such interest is paid to a registered owner that (a) fails to provide certain identifying information (such as the registered owner’s taxpayer identification number) in the manner required by the IRS, or (b) has been identified by the IRS as being subject to backup withholding.

Original Issue Discount

The initial public offering prices of the Series S Bonds of certain maturities (“Discount Bond”) may be less than their stated principal amounts. Under existing law, the difference between the stated principal amount and the initial offering price to the public (excluding bond houses and brokers) of each

Discount Bond at which a substantial amount of such maturity is sold will constitute original issue discount. The offering prices relating to the yields set forth on the inside cover page of this Official Statement for such Series S Bonds are expected to be the initial offering prices to the public at which a substantial amount of each maturity of the Series S Bonds are sold. Under existing law, original issue discount on the Series S Bonds accrued and properly allocable to the owners thereof under the Code is excludable from gross income for federal income tax purposes if interest on the Series S Bonds is excludable from gross income for federal income tax purposes.

Under the Code, for purposes of determining an owner’s adjusted basis in a Discount Bond, original issue discount treated as having accrued while the owner holds the Bond will be added to the owner’s basis. Original issue discount will accrue on a constant-yield-to-maturity method based on regular compounding. The owner’s adjusted basis will be used to determine taxable gain or loss upon the sale or other disposition (including redemption or payment at maturity) of a Bond. Accrued original issue discount treated may be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment.

Owners of Discount Series S Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring, holding, and disposing of a Discount Bond.

Original Issue Premium

The initial public offering price of the Series S Bonds may be more than their stated principal amount. An owner who purchases a Bond at a premium to its principal amount must amortize the original issue premium as provided in the applicable Treasury Regulations, and amortized premium reduces the owner’s basis in the Bond for federal income tax purposes. Prospective purchasers of the Series S Bonds should consult their tax advisors regarding the amortization of premium and the effect upon basis.

State Taxes

In the opinion of Bond Counsel to the Authority, under existing statutes, interest on the Series S Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax.

Interest on the Series S Bonds is includable in gross income for purposes of the Connecticut corporation business tax.

Accrued original issue discount on the Series S Bonds is also excludable from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates, and interest on the Series S Bonds is excludable from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax.

Owners of the Series S Bonds should consult their own tax advisors with respect to the determination for state and local income tax purposes of original issue discount or premium accrued upon sale or redemption thereof, and with respect to the state and local tax consequences of owning or disposing of such Series S Bonds.

Owners of the Series S Bonds should consult their tax advisors with respect to other applicable state and local tax consequences of ownership of the Series S Bonds and the disposition thereof.

General and Post Issuance Events

Tax legislation, administrative actions or court decisions, at either the federal or state level, may adversely affect the tax exempt status of the interest on the Series S Bonds under federal or state law or otherwise prevent beneficial owners of the Series S Bonds from realizing the full current benefit of the tax status of such interest. In addition, such tax legislation, administrative actions or court decisions, could affect the market value of the Series S Bonds and their marketability. This could arise from changes to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), repeal of the exclusion of the interest on the Series S Bonds from gross income for federal or state income tax purposes, or otherwise. It is not possible to predict whether any legislative or administrative actions or court decisions having an adverse impact on the federal or state income tax treatment of holders of the Series S Bonds may occur. Prospective purchasers of the Series S Bonds should consult their own tax advisors regarding the impact of any change in law on the Series S Bonds.

The opinion of Bond Counsel is rendered as of its date, and Bond Counsel assumes no obligation to update or supplement its opinion to reflect any facts or circumstances that may come to its attention or any changes in law that may occur after the date of its opinion. Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date of issuance. Moreover, Bond Counsel’s opinions are not a guarantee of a particular result, and are not binding on the IRS or the courts; rather, such opinions represent Bond Counsel’s professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions. Bond Counsel expresses no opinion regarding any other federal or state tax consequences with respect to the Series S Bonds. Bond Counsel expresses no opinion on the effect of any action taken in reliance upon an opinion of other counsel on the exclusion from gross income for federal or state income tax purposes of interest on the Series S Bonds.

The discussion above does not purport to deal with all aspects of federal or state or local taxation that may be relevant to a particular owner of the Series S Bonds. Prospective owners of the Series S Bonds, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the federal, state and local tax consequences of owning and disposing of the Series S Bonds.

LEGALITY OF THE SERIES S BONDS FOR INVESTMENT AND DEPOSIT

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

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

NEGOTIABLE INSTRUMENTS

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

STATE NOT LIABLE ON THE SERIES S BONDS

The Series S Bonds are special obligations of the Authority payable solely from the sources therefor as set forth in the Indenture, and neither the faith and credit nor the taxing power of the State or any political subdivision thereof, is pledged to the payment of the principal of or interest on the Series S Bonds. The Act does not in any way create a so-called moral obligation of the State to pay debt service in the event of default by the Institution or the Authority. The Authority has no taxing power.

COVENANT BY THE STATE

Under the Act, the State pledges and agrees with the owners of any obligations of the Authority that the State will not limit or alter the rights vested in the Authority until such obligations, together with the interest thereon, are fully met and discharged, provided that nothing in the Act will preclude such limitation or alteration if and when adequate provision is made by law for the protection of the owners of such obligations.

RATINGS

Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings (“S&P”) have assigned the ratings of “A3” and “A-”, respectively, to the Series S Bonds. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same, at the following addresses: Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007; and S&P Global Ratings, 55 Water Street, New York, New York 10004. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series S Bonds.

UNDERWRITING

The Series S Bonds are being purchased by the Underwriters identified on the cover page of this Official Statement (the “Underwriters”), for whom Goldman Sachs & Co. LLC is acting as representative. The Underwriters have agreed to purchase, jointly and severally, the Series S Bonds at a purchase price of $ ______(representing the aggregate principal amount of the Series S Bonds, less/plus net original issue premium/discount of $______and less an underwriters’ discount of $______), plus accrued interest, if any, on the Series S Bonds. The Institution also will agree to reimburse the Underwriters for certain out-of-pocket expenses. The Underwriters intend to make an initial public offering of the Series S Bonds at not in excess of the public offering prices set forth on the inside cover page of this Official Statement. The Institution has agreed to indemnify the Underwriters and the Authority against certain liabilities relating to this Official Statement. The Underwriters may offer and sell the Series S Bonds to certain dealers (including dealers depositing the Series S Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover page hereof.

J.P. Morgan Securities LLC, one of the Underwriters of the Series S 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 at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may purchase Series S Bonds from J.P. Morgan Securities LLC at the original issue price less a negotiated portion of the selling concession applicable to any Series S Bonds that such firm sells.

In the ordinary course of their business, each Underwriter and certain of its affiliates have engaged, and may in the future engage, in investment banking or commercial banking transactions with the Institution.

LEGAL MATTERS

All legal matters incidental to the authorization and issuance of the Series S Bonds by the Authority are subject to the approval of Pullman & Comley, LLC, Hartford, Connecticut, Bond Counsel to the Authority, whose approving opinion, the form of which is attached hereto as Appendix G, will be delivered with the Series S Bonds. Certain legal matters will be passed upon for the Authority by its special counsel, McCarter & English, LLP, Hartford, Connecticut. Certain legal matters will be passed upon for the Institution by its counsel, Owens, Schine & Nicola, P.C., Trumbull, Connecticut. Certain matters will be passed upon for the Underwriters by their counsel, Squire Patton Boggs (US) LLP, New York, New York.

INDEPENDENT ACCOUNTANTS

The financial statements of the Institution as of and for the fiscal years ended June 30, 2017 and 2016, included in APPENDIX B to this Official Statement, have been audited by KPMG LLP, independent auditors, as stated in their report appearing herein. KPMG LLP has not been engaged to perform and has not performed, since the date of its report included in APPENDIX B, any procedures on the financial statements addressed in that report. KPMG LLP also has not performed any procedures relating to this Official Statement.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The arithmetical accuracy of certain computations included in the schedules provided by the Underwriters on behalf of the Authority relating to: (a) computation of forecasted receipts of principal and interest on the cash and securities deposited with the Escrow Agent and the forecasted payments of principal and interest to redeem the Refunded Bonds and (b) computation of the yields on the Refunded Bonds and the securities deposited with the Escrow Agent was examined by Samuel Klein and Company, Certified Public Accountants (the “Verification Agent”). Such computations were based solely upon assumptions and information supplied by the Underwriters on behalf of the Authority. The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome.

The examination performed by the Verification Agent will be solely based upon data, information and documents provided to the Verification Agent by the Underwriters.

LITIGATION

The Authority

There is not now pending or, to the knowledge of the Authority, threatened any litigation against the Authority restraining or enjoining the issuance or delivery of the Series S Bonds or questioning or affecting the validity of the Series S Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence nor the title of the present members or other officers of the Authority to their respective offices is being contested. There is no litigation pending which in any manner questions the right of the Authority to make the loan to the Institution in accordance with the provisions of the Act, the Indenture and the Agreement.

The Institution

As disclosed by the Institution in Appendix A hereto, there is no litigation pending or, to the knowledge of the Institution, threatened, against the Institution which seeks to restrain or enjoin the Institution from entering into the Agreement or the Tax Regulatory Agreement or which seeks to restrain or enjoin the Institution from entering into any other agreement to which it is a party in connection with the issuance of the Series S Bonds, or performing any of its obligations thereunder, and there is no litigation pending, or to the knowledge of the Institution, threatened, against the Institution wherein an unfavorable decision would adversely affect the ability of the Institution, to the extent applicable, to perform its obligations under the Agreement, the Tax Regulatory Agreement, or any other agreement to which it is a party in connection with the issuance of the Series S Bonds, or materially adversely affect the financial condition or results of operations of the Institution.

CONTINUING DISCLOSURE OBLIGATION

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

The Institution will enter into a Continuing Disclosure Agreement with respect to the Series S Bonds for the benefit of the Beneficial Owners of the Series S Bonds, substantially in the form attached as Appendix H to this Official Statement (the “Continuing Disclosure Agreement”), to provide or cause to be provided, in accordance with the requirements of SEC Rule 15c2-12 (the “Rule”), (i) certain annual financial information and operating data, (ii) within ten business days of the occurrence thereof, notice of the occurrence of certain enumerated events with respect to the Series S Bonds, and (iii) timely notice of a failure by the Institution to provide the required annual financial information on or before the date specified in the Continuing Disclosure Agreement. The Underwriters’ obligation to purchase the Series S Bonds will be conditioned upon their receiving, at or prior to the delivery of the Series S Bonds, an executed copy of the Continuing Disclosure Agreement. During the past five years, the Institution has complied in all material respects with its existing continuing disclosure agreements. However, certain operating data required by those continuing disclosure agreements (relating to admissions, enrollment, tuition and fees) was not included in the Annual Reports filed with the Municipal Securities Rulemaking Board’s Electronic Municipal Markets Access system (“EMMA”). While that operating data was prepared by the Institution, it was not filed with EMMA for certain fiscal years until January 27, 2016. The Institution has confirmed that going forward it will provide that operating data to the Trustee, as dissemination agent, on a timely basis and will direct the Trustee to file that operating data on EMMA

as part of the Institution’s Annual Report. The operating data for the fiscal year ended June 30, 2016 was timely filed with EMMA on October 24, 2016. The operating data for the fiscal year ended June 30, 2017 was timely filed with EMMA on November 14, 2017.

FINANCIAL ADVISOR

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

MISCELLANEOUS

The references in this Official Statement to the Act, the Series S Bonds, the Indenture, the Agreement, the Note and the other documents are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and references are made to the Act, the Indenture, the Agreement, and the other documents for full and complete statements of such and all provisions. The agreements of the Authority with the Bondowners are fully set forth in the Indenture, and neither any advertisement of the Series S Bonds nor this Official Statement is to be construed as constituting an agreement with the Bondowners. So far as any statements are made in this Official Statement involving matters of opinion or forecasts, whether or not expressly so stated, they are intended merely as such and not as representations of fact. Copies of the documents mentioned in this paragraph are on file at the office of the Authority.

Attached hereto as Appendix A is certain information relating to the Institution. Appendix B contains certain audited financial statements of the Institution. With respect to Appendices A and B, and any other information contained herein pertaining to the Institution or the Institution’s financial condition, the Authority makes no representations or warranties whatsoever with respect to the information contained herein or therein. The Authority has relied entirely on the Institution for the information contained in Appendices A and B and the other information pertaining to the Institution and its financial condition.

Appendix C - Definitions of Certain Terms, Appendix D – Excerpts From the Trust Indenture, Appendix E – Excerpts From the Loan Agreement, Appendix G - Form of Opinion of Bond Counsel and Appendix H – Form of Continuing Disclosure Agreement have been prepared and provided by Bond Counsel.

Appendix F - Indebtedness of the Authority has been prepared by the Authority.

All Appendices are incorporated herein as an integral part of this Official Statement.

The execution and delivery of this Official Statement on behalf of the Authority by one of its authorized officers have been duly authorized by the Authority.

STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY

By: ______Jeanette W. Weldon Executive Director

26 APPENDIX A

STATE OF CONNECTICUT HEALTH AND February 21, 2018 EDUCATIONAL FACILITIES AUTHORITY 10 Columbus Boulevard, 7th Floor Hartford, Connecticut 06106-1976

Ladies and Gentlemen:

We are pleased to submit the following information with respect to Fairfield University (also referred to herein as the “University” or “Fairfield”).

Fairfield University, founded by the Society of Jesus, is a coeducational institution of higher learning whose primary objectives are to develop the creative intellectual potential of its students and to foster in them ethical and religious values and a sense of social responsibility. Jesuit Education, which began in 1547, is committed today to the service of faith and the promotion of justice.

The University is located in Fairfield, Connecticut on a campus of approximately 210 acres. In the spring of 1942, the newly founded Fairfield College of St. Robert Bellarmine, Inc. purchased two adjoining estates for the purpose of establishing an institution of higher education. The University was chartered as Fairfield University of St. Robert Bellarmine, Inc. by the Connecticut General Assembly on May 29, 1945 with the power to establish, organize, maintain and conduct an institution of intermediate, secondary, undergraduate and graduate education in the State of Connecticut and to confer all such academic degrees as are usually given by colleges and universities. The University’s name was changed to Fairfield University by an act of the Connecticut General Assembly in 1969.

Founded in 1942, the first class of 303 male students was admitted to the College of Arts and Sciences in 1947 and the first graduate classes in education were held on a coeducation basis in 1950. The College of Arts and Sciences became co-educational in 1970, at which time a School of Nursing was also established. A separate School of Business was established in September 1978, based on programs previously offered by the College of Arts and Sciences but with expanded course offerings. In 1994, the University acquired Bridgeport Engineering Institute, an independent accredited evening engineering college that was founded in 1924. Currently, the School of Engineering has 286 students in programs leading to a B.S. degree in Bioengineering, Computer Science, Electrical, Mechanical, Computer, and Software Engineering. The School of Engineering also offers M.S. degrees in the Management of Technology, Software, Electrical & Computer and Mechanical Engineering. The University has a Graduate School of Education and Allied Professions awarding M.A. degrees and sixth year certificates of advanced study in education, counseling fields, and school psychology; M.S. programs in Finance, Accounting, Business Analytics, an M.B.A. program, post-masters certificates, and post baccalaureate and professional certificates in the Dolan School of Business; a DNP, M.S.N., and B.S. programs in the Egan School of Nursing & Health Studies; and M.A. American Studies, Mathematics, Communication, Public Administration and Creative Writing graduate programs in the College of Arts and Sciences. As of October 1, 2017, 5,192 total students were enrolled, 4,113 in undergraduate study and 1,079 in graduate programs. The following are the current schools and programs at the University:

School/Program Degree/Programs Offered

College of Arts and Sciences Undergraduate; graduate programs in American Studies, Mathematics, Communication, Public Administration and an MFA in Creative Writing.

Egan School of Nursing & Health Undergraduate B.S. in Nursing, including Studies second degree and RN to B.S. in Nursing; M.S.N with three tracks including nursing leadership, family nurse practitioner, and psychiatric nurse practitioner; BSN-DNP with four tracks including family nurse practitioner, psychiatric nurse practitioner, nurse midwifery and nurse anesthesia; MSN-DNP for APRNS; and MSN-DNP in Executive Leadership.

Graduate School of Education and M.A. degrees in applied psychology, bilingual Allied Professions education/TESOL, counselor education, education, educational technology, marriage and family therapy, remedial reading and remedial language arts, special education and school psychology; and sixth year certificates of advanced study in bilingual education/TESOL, counselor education, education, educational technology, remedial reading and remedial language arts, counseling fields, and school psychology, and special education.

Dolan School of Business Undergraduate; graduate programs in Finance, Business Analytics, Accounting, and an M.B.A. program, post-master’s certificates, and post baccalaureate and professional certificates.

School of Engineering Undergraduate programs in bioengineering, electrical engineering, mechanical engineering, and computer science with concentrations in software engineering and computer engineering; graduate programs in Management of Technology, Software, Electrical & Computer and Mechanical Engineering.

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Fairfield College Preparatory School

The University owns and operates Fairfield College Preparatory School (“Prep”), a four year Jesuit high school for boys, which is located on the University’s campus. Prep was founded in September 1942, and two classes graduated prior to the first college freshmen entering the University in the fall of 1947. Prep’s enrollment in the Fall of 2017 was 826 students. Maintenance, utility and other related costs for Prep are separately budgeted and business services are provided by the University at an equitable service charge. The University’s financial statements include the operations of Prep. Students at Prep have the use of three academic buildings (Xavier, Berchmanns and Pedro Arrupe Halls), as well as the Student Life Center for dining services and the Fr. Brissette Athletic Center for recreation and team training. The University playing fields and certain specialized facilities are also shared with Prep.

Faculty

The University has a full-time equivalent faculty of 376, holding appointments in four undergraduate schools, one graduate school (Education and Allied Professions) and multiple graduate programs (Business, Nursing, Engineering, American Studies, Creative Writing, Mathematics, and Communication). Ninety-two percent of the full-time faculty possess a Ph.D. or terminal degree in their field. The student to faculty ratio is 12:1.

The full-time faculty of the University is 63% tenured. The University has an active sabbatical program and a faculty development and evaluation program.

Employees and Other Personnel

The University’s full-time non-faculty employees number approximately 559, including administrative, technical, secretarial/clerical, physical plant and campus security personnel.

Accreditation and Memberships

The University is accredited by the New England Association of Schools and Colleges (“NEASC”) and the appropriate agencies of the State of Connecticut. The professional schools of the University are also accredited by their respective professional associations, including the Dolan School of Business by AACSB (Association to Advance Collegiate Schools of Business), the School of Engineering by the Accreditation Board for Engineering and Technology (“ABET”), the Graduate School of Education and Allied Professions by the National Council for the Accreditation of Teacher Education (“NCATE”), and the Egan School of Nursing & Health Studies by the Commission on Collegiate Nursing Education (“CCNE”). Additional professional accreditations are held by the Marriage and Family Therapy program and the Counselor Education programs within the GSEAP; the Nurse Anesthesia program within the Egan School of Nursing & Health Studies; and the Chemistry program within the College of Arts and Sciences.

The University is a dues-paying member of several higher education organizations, including but not limited to, the American Association of Colleges for Teacher Education, American Association of Colleges of Nursing, American Council for Higher Education, ASEE-American Society for Engineering Education, Association of Catholic Colleges and Universities, Association of Jesuit Colleges and Universities, Connecticut Association of Colleges and Universities for Teacher Education, Connecticut Conference of Independent Colleges, Connecticut Council for Higher Education, National Association of Independent Colleges and Universities, National Catholic Educational Association, and New England Business and Economic Association.

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Governance

The by-laws of Fairfield University provide for a self-perpetuating Board of Trustees of not less than ten nor more than 40 members, including the President of the University. At least six of the Trustees shall be members of the Society of Jesus in good standing. A Trustee, other than the President of the University, who has served two consecutive full terms may not be re-elected to the Board of Trustees for another term until one year after the expiration of his or her second consecutive term. Trustees are normally elected to six-year terms (for some of the Trustees identified below, the number of years served as trustee may not be a continuous period of time). Full board meetings are held quarterly and committee meetings (Executive, Committee on Trusteeship (Membership), Finance & Audit, Academic Affairs, Enrollment & Marketing, Facilities, Student Life, Information Technology, Prep School, and University Advancement) are held on a more frequent basis, as necessary.

Current members of the Board of Trustees, number of years served as Trustee and their principal business or professional affiliations, are as follows:

Number of Years Trustee Affiliation Served as Trustee Global Vice Chair, Talent Nancy A. Altobello 9 Ernst & Young LLP New York, New York Chairman and Chief Executive Officer Ceasar Nicholas Anquillare 5 Winchester Capital Partners LLC New Haven, Connecticut Managing Director William L. Atwell 12 Atwell Partners LLC Darien, Connecticut Professor of Historical and Liturgical Theology Rev. John F. Baldovin, S.J. 13 Boston College School of Theology and Ministry Chester Hill, Massachusetts Alumni Chaplain Rev. Terrence A. Baum, S.J. 13 St. Xavier High School Cincinnati, Ohio Retired Mark J. Beckwith 4 Ridgefield, Connecticut

CEO/Principal Joseph R. Bronson 9 The Bronson Group, LLC San Jose, California CEO Kevin P. Cannon 5 Zweig-DiMenna Associates LLC New York, New York Principal Carlos M. Cardoso 5 CMPC Advisors Incline Village, Nevada Managing Director Frank J. Carroll, III* 12 Oaktree Capital Management, L.P. Stamford, Connecticut Retreat Director & Pastoral Ministry Rev. George E. Collins, S.J. 2 Loyola Retreat Center Morristown, New Jersey Chairman and Chief Executive Officer Timothy J. Conway 11 NewStar Financial, Inc. Boston, Massachusetts

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Number of Years Trustee Affiliation Served as Trustee Co-Founder and President William C. Crager 7 Envestnet, Inc. Berwyn, Pennsylvania Executive Vice President, Chief Legal Officer & General Counsel Sheila Kearney Davidson 14 New York Life Insurance Company New York, New York Managing Director Christopher C. Desmarais 4 Gabelli Asset Management Inc. Rye, New York Director Rev. Terrence P. Devino, S.J. 4 Eastern Point Retreat House Gloucester, Massachusetts Chairman and CEO Douglas W. Hammond 1 NFP New York, NY Director Kelly Simon Hondru 6 KJ Investment LLC Palm Beach Gardens, Florida Dean, Morrissey College of Arts and Sciences Rev. Gregory A. Kalscheur, S.J. 2 Boston College Chestnut Hill, Massachusetts President Robin Kanarek 5 Kanarek Family Foundation Greenwich, Connecticut Dean and John Thomas Kerr Distinguished Professor School of Media and Journalism Susan Robinson King 11 University of North Carolina Chapel Hill, North Carolina Claire M. Knopf 2 Rumson, New Jersey Executive Vice President Katherine N. Lapp 8 Harvard University Cambridge, Massachusetts Managing Director Stephen M. Lessing 17 Barclays New York, New York Retired Bill McIntosh 18 Kenilworth, Illinois Founder Andrew J. McMahon 8 Vitae Analytics, LLC Westport, Connecticut Managing Director & Co-Founder John C. Meditz 21 Horizon Kinetics, LLC New York, New York Director, Clinical Architecture Elner L. Morrell 15 UnitedHealthcare IS Hartford, Connecticut Vice President Robert J. Murphy, Jr. 4 ABC News New York, New York

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Number of Years Trustee Affiliation Served as Trustee President Mark Nemec 1 Fairfield University Fairfield, Connecticut Retired Gavin G. O’Connor 6 Saddle River, New Jersey President Biff J. O’Reilly 7 PBS Capital Greenwich, Connecticut Chancellor and President Emeritus Rev. Stephen A. Privett, S.J. 7 University of San Francisco San Francisco, California Vice Chairman, Retired Christopher C. Quick 13 Bank of America Uniondale, New York Delaware North Companies Katie Jacobs Robinson 4 Buffalo, New York

Manager Marianne Dolan Weber 6 MLC Ventures LLC Yorktown Heights, New York Retired James D. Wehr 3 South Windsor, Connecticut

*Chairman of the Board

TRUSTEES EMERITI

E. Gerald Corrigan Charles F. Dolan Rev. Aloysius P. Kelley, S.J., President Emeritus Roger M. Lynch Rev. Jeffrey P. von Arx, S.J., President Emeritus

The Board of Trustees of the University has adopted the following Conflict of Interest policy.

1. Each Trustee will be expected to report in writing to the Chairman of the Board any situation where the Trustee, a party related to the Trustee, the employer of the Trustee or a third party to whom the Trustee may have a legal duty, conducts or expects to conduct any material business transaction with the University or be involved in any activity which may conflict or appear to conflict in a material way with the interests of the University.

2. Each Trustee shall disclose in writing to the Chairman of the Board any gift having value of over $100 received from individuals or organizations doing business with the University.

3. Any Trustee who is uncertain whether a conflict of interest may exist should raise the issue with the Chairman of the Board who, where appropriate, shall propose a manner of resolution of the issue.

4. No Trustee having interests conflicting with the interests of the University or appearing so to conflict shall take part in the deliberations or votes of the Board involving the question

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concerning which the conflict arises nor seek to influence other Trustees on that question. The minutes of the meeting in which that question is before the Board shall disclose the Trustee’s conflict, as well as set forth the Trustee’s abstention. The Trustee shall not be counted as being present for a quorum in connection with the question.

5. Each member of the Board of Trustees must sign a copy of the Conflict of Interest Disclosure Statement annually and return such Statement to the Secretary of the University.

Administration

The administrative officers of the University and the year they were appointed are as follows:

Mark R. Nemec, President (2017) Jennifer L. Anderson, Vice President for Marketing and Communications (2016) Nancy A. Dallavalle, Vice President for Mission and Identity (2015) Scott D. Esposito, Vice President for Human Resources (2015) David Frassinelli, Vice President for Facilities Management (2017) Walter P. “Wally” Halas, Vice President for Advancement (2014) Kevin P. Lawlor, Executive Vice President and Chief Operating Officer (2013) Karen Pellegrino, Vice President for Enrollment Management (2016) Thomas C. Pellegrino, Senior Vice President for Student Affairs (2015) Christine Siegel, Interim Provost and Senior Vice President for Academic Affairs (2017) Michael F. Trafecante, Vice President for Finance and Treasurer (2014)

Mark R. Nemec, in July 2017, became the ninth President of Fairfield University since the institution’s founding in 1942. Additionally, Dr. Nemec joined the Politics Department as a Professor within the College of Arts and Sciences. Prior to his move to Fairfield, he served as the Dean of the Graham School of Continuing Liberal and Professional Studies at the University of Chicago. He was also the President and Chief Executive Officer of Eduventures, a Boston-based information services firm providing research and advice to the higher education community, and had been a member of the executive team of Forrester Research, a provider of similar services to the technology industry. Dr. Nemec earned a PhD in political science and an MA in education from the University of Michigan and a BA in English from Yale, where he was an All-Ivy League rugby player. Early in his career, he taught American politics as a visiting Assistant Professor at Davidson College, and as an instructor at the University of Michigan. He is the author of Ivory Towers and Nationalist Minds: Universities, Leadership, and the Development of the American State (University of Michigan Press, 2006) and a contributor to The Educational Legacy of Woodrow Wilson (University of Virginia Press, 2012). Beyond his research on the role of higher education in American political development, Dr. Nemec has been a frequent speaker on the current and future state of higher education and has presented to a diverse array of audiences including the White House’s Forum on College Affordability, the British Council’s Going Global, the New England Board of Higher Education’s Summit on Cost in Higher Education, and the annual meetings of numerous higher education associations.

Jennifer L. Anderson, Vice President for Marketing and Communications, began working at Fairfield University in 2014 and oversees the functions of public relations, advertising, print and production, film and video, demand generation, digital media including web, email and social media, and is responsible for all marketing and communications initiatives related to fundraising, recruitment and ticket sales. Prior to joining Fairfield, Ms. Anderson, a resident of Fairfield, Connecticut, served as the Vice President, Digital & Event Marketing for Pitney Bowes, where she oversaw the company’s external and internal web properties, content marketing efforts and the global events organization. While at Pitney Bowes, Ms. Anderson also served as Vice President, Office of the CEO, overseeing the operations of the CEO’s office,

A-7 driving key initiatives and supporting strategic communication efforts. She led Marketing for Pitney Bowes Services Solutions, the company’s $1.5B global services division, which included Mail Services, Management Services and Ecommerce businesses, and was accountable for marketing segmentation and cross-sell initiatives and directed all customer-facing marketing and communications initiatives. Before joining Pitney Bowes, she was with Greenwich Magazine as an assistant editor. Ms. Anderson earned an MBA in 2002 and a BA in 1997 from Fairfield University, and has attended executive leadership programs at Harvard University and Darden School of Business.

Nancy A. Dallavalle was appointed Vice President for Mission and Identity in 2015 and is responsible for leading the University’s efforts in effectively communicating its Catholic and Jesuit character to both internal and external audiences. In this role, she convenes the Mission Leadership Council (coordinating mission efforts across the institution and overseeing the implementation of our Mission Examen Priorities) and initiates and oversees mission formation for members of the Board of Trustees, administration, faculty and staff. Current topics include hiring for mission and diversity, and further exploration of Fairfield’s distinctive character as a Jesuit Catholic University. Dr. Dallavalle serves on the advisory board for Fairfield’s Center for Catholic Studies and the Center for Ignatian Spirituality, and also holds an appointment as Associate Professor of Religious Studies, chairing that department from 2008 until 2014. She holds a PhD in theology from the University of Notre Dame, an MA in theology from St. John’s University in Collegeville, Minnesota and a B.Mus. in voice from Benedictine College in Atchison, Kansas. A past member of the National Jesuit Seminar, the Board of Directors for Collegium and the Pastoral Council for the Diocese of Bridgeport, she currently serves on the advisory board for the Liturgical Press, the steering committees for the Karl Rahner Society (Catholic Theological Society of America), and the editorial board for the journal Horizons. Her scholarly work focuses on the meeting of feminist thought and Catholic theology, and the role of Catholicism in the public square, with journal articles appearing in Horizons, Modern Theology, Liturgy, and Philosophy & Theology.

Scott D. Esposito, Vice President for Human Resources, has served in that role since 2015. Prior to joining Fairfield University, Scott served as the Managing Director of Horton International LLC, a global human resources and executive search firm serving clients in higher education, life sciences, financial services and manufacturing. From 2004 to 2010 he served as Vice President of Human Resources for Pratt & Whitney, a $12.0B aerospace division of United Technologies Corporation, where he managed employee and labor relations, talent management, succession planning, organization development and employee engagement, among other duties and responsibilities. Previously, he was the Vice President of Human Resources for Valassis, the nation’s largest direct mail marketing company. He graduated cum laude from Fairfield University with a BS in Management, and later completed his MS in financial management at the University’s Dolan School of Business. Scott holds a certification in Organization Development from National Training Laboratories and is also a graduate of the Executive Development Program of the University of Virginia’s Darden Graduate School of Business Administration.

David W. Frassinelli was appointed as Associate Vice President for Facilities Management in 2008 and Vice President for Facilities Management in 2017, and is responsible for the maintenance, operations, renovation, construction, and planning of the University buildings and grounds including utilities, energy, custodial services, fire and environmental health and safety. He oversees a 210+ acre campus and nearly 2,262,000 square feet of building space. In 2011, Mr. Frassinelli was honored with the “Private Owner of the Year" award in by the Associated General Contractors (AGC) of Connecticut in relation to his work at Fairfield University and for his career overall. Major projects he has been central to include the American Institute of Architects (AIA)-recognized Fairfield Jesuit Community Center; the campus' Early Learning Center; and the Bellarmine Museum of Art, winner of the 2011 CBC Project Team Award for small projects. He chairs the Campus Sustainability Committee that has measured and posted the University's greenhouse gas inventory and carbon reduction plan. Prior to joining the University, Mr. Frassinelli worked

A-8 with Gilbane Building Company. He earned a BA from Dartmouth College, a certificate in construction management from Stanford University and his MS in finance from Fairfield University.

Walter P. Halas, serves as Vice President for Advancement and has more than 30 years of experience in fundraising and administration. He is responsible for overseeing the University’s comprehensive fundraising programs and the offices of Alumni Relations and Special Events and also oversees the University’s comprehensive advancement programs through the Offices of Development, Constituent Relations, Athletic Development, Prospect Research, and related support services. The Office of Development includes Annual Giving, the Fairfield Awards dinner, Foundation Relations, Major gifts, Planned Giving and Parent Giving. Prior to joining Fairfield University, Mr. Halas was Associate Vice President for Leadership Gifts at St. John’s University in New York City, Director of Development-Northeast for Marquette University, Assistant Vice President for Development at St. John’s University, Major Gifts Officer at Clark University, and Commissioner of the Scholar-Athlete Games and Chief Operating Officer of the Institute for International Sport at the University of Rhode Island. He also served as former head coach of men’s basketball at Columbia University and Clark University, where he also served as Director of Athletics and Recreation. Halas has been selected to the New England Basketball Hall of Fame, the Clark University Athletic Hall of Fame, and the Wakeman Boys and Girls Club Hall of Fame. He was recognized in 2007 by the President’s Council on Physical Fitness and Sports as a Community Leader. Halas holds a BA in political science from Clark University, and a MPA with a concentration in higher education from Clark University. He is a native of the Town of Fairfield and a graduate of Fairfield Prep.

Kevin P. Lawlor was appointed Executive Vice President and Chief Operating Officer in 2013 and oversees the operations of the University, including the areas of Student Affairs, Enrollment, Finance, Information Technology Services, Marketing and Communications, Facilities Management, Auxiliary Services, Conference and Event Management, Legal Affairs, Human Resources and Institutional Research. Prior to joining Fairfield, Mr. Lawlor spent more than 30 years in senior executive roles at United Technologies Corporation (“UTC”), AAR Corporation and RBC Bearings, serving most recently as Vice President and General Manager of AARs Precision Systems division in Huntsville, Alabama. At UTC he played critical roles in finance, strategic planning, mergers and acquisitions, program management, as well as the integration of multinational corporate units. After graduating from Fairfield University in 1979 with a BS in accounting from the School of Business, he earned an MS in taxation from the University of New Haven. He was subsequently named an Alfred P. Sloan Fellow at the Massachusetts Institute of Technology (MIT), where he received an MBA. Mr. Lawlor studied strategic cost management at the Harvard Business School and undertook senior executive training at the Darden School of the University of Virginia.

Karen A. Pellegrino was appointed as Vice President for Enrollment Management in 2016, and has been at Fairfield University since 2004, having served as Director of Undergraduate Admissions and Dean of Enrollment. As Vice President for Enrollment Management at Fairfield University, she oversees the Offices of Undergraduate, Graduate and Part Time and Continuing Studies Admission, as well as the Office of Financial Aid. Prior to joining Fairfield University, she was Director of Undergraduate Admission at Fordham University with responsibilities across three campuses. Pellegrino also served as Associate Director of Admission Boston College from 1986 to 2001, and as Assistant Director of Admission at the College of Mount Saint Vincent in Riverdale, N.Y. She earned her BA degree in psychology and English, as well as her MA in higher education administration from Boston College.

Thomas C. Pellegrino was appointed Vice President for Student Affairs in 2011 and in 2015 was named Senior Vice President. In this role, Dr. Pellegrino leads and oversees student life at Fairfield. This includes recreation, public safety, leadership development, residential living, health, counseling and wellness, student conduct, student programs and activities and campus ministry. He also supports mission-related initiatives at the University. Dr. Pellegrino came to Fairfield University in 2004 after practicing law for 10 years. In 2006 he was appointed Dean of Students and in May 2007 he was named Associate Vice President

A-9 for Student Affairs and Dean of Students. He chaired the Faculty Salary Committee, the Athletics Compliance and Grievance Committee. He is a member of Alpha Sigma Nu, the Jesuit Honor Society. He currently serves as the Treasurer of the Jesuit Association of Student Personnel Administrators (JASPA). He holds a BA in politics from Fairfield University, a Juris Doctor from Syracuse University College of Law and a PhD in educational administration from the University of Connecticut.

Christine Siegel assumed the role of Interim Provost on Jan. 1, 2017, and is also Senior Vice President for Academic Affairs. Dr. Siegel joined the Fairfield University faculty in 2005 as an Assistant Professor in the Graduate School of Education and Allied Professions. Since her tenure and promotion to Associate Professor in 2008, Dr. Siegel has assumed increasing administrative responsibilities at the University, serving as GSEAP’s Associate Dean and University Consultant for Assessment. Following completion of her PhD in educational psychology and statistics in 1998, Dr. Siegel worked extensively in the K-12 setting as a psychologist and school administrator. She has taken the lead on a number of important initiatives at Fairfield, the most recent of which include revision of the core curriculum, promotion of inclusive excellence through campus climate assessment and diversity projects, and innovation in teaching and learning through re-structuring the CAE and increasing access to technology in our classrooms. Dr. Siegel was instrumental in writing the University’s strategic plan and establishing frameworks for student learning assessment. As Interim Provost, Dr. Siegel assumed leadership for the Academic Division working directly with the Academic Deans and faculty governance committees.

Michael F. Trafecante was appointed Vice President for Finance, Chief Financial Officer and Treasurer in 2014. Mr. Trafecante came to Fairfield University from Bridgewater Associates, LP, where he was in a treasury role for one of the world’s largest investment management firms. Prior to his affiliation with Bridgewater, he was Senior Vice President and Corporate Controller of Velocity Express, Inc., a Senior Audit Manager for KPMG LLP, Director of Financial Planning and Analysis at Dictaphone Corporation, and Audit Manager for Deloitte & Touche, LLP. Mr. Trafecante received an MBA in finance from the Dolan School of Business at Fairfield University in 2001, and has a BS in accounting from Assumption College in Worcester, Massachusetts.

Strategic Planning Implementation and Update

The new comprehensive strategic plan, “Fairfield 2020: The Way Forward” launched in the 2014– 15 academic year has provided an integrated set of priorities which lent structure to a host of initiatives and actions which were launched across the institution. The plan identified six focus areas, governing how the institution should proceed in the future. Those priorities included:

1) Growth and Diversification of Revenue Streams 2) Speed and Innovation 3) Excellence, Outcomes and Accountability 4) Sustainability and Stewardship 5) Diversity, Mission and Engagement 6) Collaboration and Community

What began as a strategic plan has now been solidified and bolstered by a complementary Campus Master Plan, a campus-wide sustainability plan and important new additions to the senior leadership team, all of whom are focused on driving the plan to completion.

Importantly in October 2017, Fairfield inaugurated its new president, Mark R. Nemec, PhD. Dr. Nemec, Fairfield’s ninth president, previously the Dean of the Graham School of Continuing Liberal and Professional Studies at the University of Chicago, is a nationally recognized thought leader in the area of

A-10 online learning and continuing education in higher education. He and Fairfield’s newly hired Vice Provost of Continuing Education will further accelerate progress in growing and diversifying Fairfield’s revenue streams through expanded graduate programs and new online and hybrid offerings.

As a result of these various improvements and initiatives, the University has enjoyed four successive years of record applicant pools and has secured its targeted incoming classes while simultaneously tightening its selectivity thresholds by over 10 points. The School has also been ranked consistently by US News and World Reports as one of the top five private universities in the North.

The Campus Master Plan, a comprehensive and integrated strategy of upgrades, new construction and refurbishments for the campus and its infrastructure, was designed to support the 2020 initiatives and the programmatic growth inherent in it. To date, as a part of the first wave of the Master Plan, Fairfield has built a new state-of-the-art home for its Egan School of Nursing & Health Studies, has added a new dormitory, completely refurbished its main dining facility and erected a new parking garage to relieve congestion on central campus.

This next wave will include a new building to house our Charles F. Dolan School of Business, the renovation and air conditioning of five “Quad” dormitories, improvements in classroom and laboratory spaces and new townhouses for upper classman and graduate students. Each successive wave of the plan supports and compliments our growth projections and is conditioned on fiscal conditions and levels of benefactor support.

Over the past 70+ years, Fairfield primarily delivered education to traditionally college-aged, residential, full-time undergraduate students. As a relatively young university with a modest endowment, funds to support the institution’s annual operating costs have come primarily from undergraduate tuition and room and board revenues. Given the changing landscape of U.S. higher education, however, that business model is no longer viable and must be supplemented with revenues that are more diverse and a more robust program of advancement.

Consequently, the University has developed the most comprehensive fundraising campaign in the institution’s history, “Fairfield Rising: A Call to Action”, and launched the initiative in concert with Fairfield 2020. The goal of the campaign was to raise $160 million by 2017. That target has been exceeded and the new goal of $210 million is well within sight – funds that will be used for a variety of University priorities, but in large measure, will provide support for the growth that Fairfield 2020 strategically recommended. Fairfield recently received an anonymous gift exceeding $40 million to support its new School of Business. As of January 15, 2018, the Campaign has received gifts and commitments totaling approximately $198 million.

Fairfield Rising Campaign Priorities:

Student Scholarship Endowment Create opportunity through student scholarship and financial aid Grow and diversify the student body

Academic Endowment Leadership in Academic Excellence Mission-critical centers of excellence Academic research across disciplines

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Innovative, world-class academic facilities and vibrant centers for student life and wellness Egan School of Nursing & Health Studies Leslie C. Quick, Jr. Rec Plex Rafferty Stadium Charles F Dolan School of Business

Current Use Gifts Elevated support from the Fairfield Fund Restricted current use investments in specific programs and special scholarships

Existing Facilities

The University physical plant is located on a site of approximately 210 acres and consists of 43 buildings, with facilities varying in size from approximately 3,500 gross square feet (Levee) to approximately 140,000 gross square feet (Bannow Science Center). Campus facilities total approximately 2.262 million gross square feet. The larger facilities include classroom and office buildings, twelve student residence halls, a townhouse residence complex, Rafferty Stadium, the Kelley Administration Building, Barone Campus Center, DiMenna-Nyselius Library, Alumni Hall (gymnasium), the Quick Recreation Center, the Quick Center for the Arts, which includes a 750-seat theatre and art gallery, the Egan Chapel and Campus Ministry Center, the Levee, the Walsh Athletic Center and the Dolan School of Business.

Two converted mansions, Bellarmine Hall and McAuliffe Hall, and two smaller buildings were part of the two adjoining estates, which became the original University campus. In 1989, another contiguous estate was purchased from the Sisters of Notre Dame, expanding the original campus. All of the other buildings were built after 1947.

In 2008, the University entered into an agreement with The Fairfield Jesuit Community Corporation to construct a new residence for the community to occupy on a leased basis in exchange for the community’s former residence on Barlow Road. The residence, a farm house referred to as St. Roberts and the land it occupied, has been incorporated into the University parcel. The residence was renovated and is now referred to as Faber Hall, a 140 bed dormitory. The house constructed for the community is called St. Ignatius and has rooms for 12 Jesuits and two guest rooms. It also serves as an Apostolic Community Center. Around the perimeter of the campus, the University owns eight houses on North Benson Road and Round Hill Road. The University President occupies one of the houses and the remaining seven house faculty, students or other University programs.

In 2010, the University completed an art museum in the lowest level of Bellarmine Hall. The Bellarmine Museum of Art houses the University’s own art collection as well as visiting shows. The space also includes a classroom scheduled through the registrar. In 2011, the University completed a new dorm in the Quad known as 70 McCormick that provided 134 beds for Freshman and Sophomores. In 2011, the University completed another new housing project, Meditz Hall, that provided 188 apartment style beds. John C. Dolan Hall on the north end of campus was renovated to provide 140 apartment style beds. This was less than the 177 beds Dolan Hall had provided in the past.

Housing accommodations for 2,891 students and staff are provided in the traditional residence facilities and apartment style buildings. Additionally, 464 students live in the existing townhouse complex, which consists of 102 two-story townhouses.

Since 2010, the University completed several athletic projects, including the replacement of University Field. Lessing Field received new fencing, a state-of-the-art video scoreboard and renovations to the press-box. The softball field received new seating as well as a new press-box. The most significant

A-12 upgrades occurred at Alumni Field. A new 3,500 seat structured stadium was constructed to include team rooms, bathroom facilities and concessions. The top floor included two VIP suites and a media suite. The new scoreboard matches the board at Lessing, with full video capabilities as well as LED game statistics. The baseball field received new seating and a press box along with scoreboard upgrades. The Walsh Athletic Center received significant renovations for locker rooms for new men’s basketball, women’s basketball, men’s lacrosse, women’s lacrosse and women’s soccer. Barlow Field was converted from a grass field to an artificial surface along with additional plantings. Alumni Hall Gym has received a number of upgrades as part of a long-term phased renovation program, including new women’s basketball and volleyball locker rooms. The facility also received a new roof, windows and exterior doors.

In 2016, The University completed renovations and expansion of the Quick Recreational Complex. The renovations included a three story addition to the north, the installation of an indoor running track in the Field house and a new multi-purpose field house floor. Work also included locker room renovations, a racquet ball court and the creation of multi-purpose rooms for spin, Pilates and dance.

In 2017, the University completed the Egan School of Nursing & Health Studies. The project included the complete renovation of the 16,500 square foot existing School of Nursing and a 50,000 square foot expansion. The expansion included state-of-the-art simulation labs and the technology to facilitate synchronous and asynchronous learning. Two of the simulation labs replicate the operating room experience with boom mounted OR lighting and head walls. The Undergraduate and Graduate Health assessment rooms included headwalls with compressed air and suction. The Center also included general purpose classrooms on several floors.

In 2017, the University also completed renovations and expansion to the Barone Campus Center (BCC) to accommodate additional dining and event needs. The existing dining facility on the fourth floor that accommodated 548 seats was expanded to the west for a new total seating capacity of 725. A Faculty dining room was also added. The resulting space created on the third floor provided a new entertaining venue dubbed “The Dogwood Room.” This space will be used for events ranging from speakers to dinners.

In December 2017, the University completed the construction of a 379 car structured parking facility adjacent to the Kelley Center. This facility provides designated parking spots for admissions candidates as well as parking for commuter students, faculty and staff. The University is also constructing a new 203 bed sophomore dormitory in the Quad area, adjacent to Regis and Gonzaga Halls. In addition to suite style apartments, the facility will also provide a classroom. Scheduled completion is the summer of 2018.

Fairfield University is proceeding with the design and approvals for a new school of business. The 86,000+ square foot facility will include hi-tech classrooms for data analytics, maker space and visualization labs. Sited between the Quick Center for Performing Arts and Bellarmine Road, the new Charles F. Dolan School of Business is anticipated to break ground in the first quarter of 2018 for a summer of 2019 completion.

The University has also completed campus-wide classroom upgrades to improve the overall appearances by painting walls and replacing carpet. An extensive program of furniture replacements has also contributed to the improvement of overall classroom appearance. Two classrooms have been upgraded to accommodate collaborative teaching methods. These classrooms are being used as test sites for various teaching pedagogies. The University plans to expand these types of classrooms across campus. The upgrades have also included the removal of old projector technology to be replaced with large LED screens. These screens receive content via Apple TV wireless connectivity. Faculty can deliver content from iPads or mobile devices.

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The physical plant is generally in excellent condition. The University has developed a comprehensive proactive plan of timely repair and replacement of plant facilities in order to avoid potential negative consequences of deferred maintenance. All University buildings are accessible to persons with disabilities. Annual funding of $5.0 million in the capital budget helps the University stay current with major repairs and replacements.

Current Refunding of Series M and Series N Bonds

The Connecticut Health and Educational Facilities Authority Revenue Bonds, Fairfield University Issue, Series M, dated April 10, 2008 (the “Series M Bonds”) were issued for the purposes of (i) currently refunding the Authority’s outstanding (a) Revenue Bonds, Fairfield University Issue, Series K and (b) Revenue Bonds, Fairfield University Issue, Series L-1 (Second Tranche), (ii) funding a deposit to the Debt Service Reserve Fund and (iii) paying costs of issuance of the Series M Bonds.

The Connecticut Health and Educational Facilities Authority Revenue Bonds, Fairfield University Issue, Series N, dated August 21, 2008 (the “Series N Bonds”) were issued for the purposes of (i) currently refunding the Authority’s Series L-1 and L-2 Bonds, (ii) funding a deposit to the Debt Service Reserve Fund, (iii) funding a swap termination payment and (iv) paying costs of issuance of the Series N Bonds.

The Series S Project

The proceeds of the Series S Bonds will be used to (i) currently refund the outstanding Series M Bonds and Series N Bonds and (ii) pay costs of issuance with respect to the Series S Bonds.

Student Enrollment

The following table shows University enrollments (undergraduate and graduate) for all programs as of October 1 of each year:

Undergraduate Graduate Total Academic Undergraduate Graduate Total Full-Time Full-Time Full-Time Year Headcount Headcount Headcount Equivalents Equivalents Equivalents 2013-14 3,873 1,046 4,919 3,655 605 4,260 2014-15 3,982 1,141 5,123 3,786 722 4,508 2015-16 3,970 1,168 5,138 3,793 731 4,524 2016-17 4,032 1,105 5,137 3,879 680 4,559 2017-18 4,113 1,079 5,192 3,957 677 4,634

(Source: University Fact Book)

For the fall semester 2017, there were 3,879 full-time undergraduate students in the four colleges (Arts and Sciences, Business, Engineering and Nursing) and approximately 234 part-time undergraduate students. There are also 476 full-time graduate students and 603 part-time graduate students enrolled in 31 master’s degree programs and 39 advanced certificate programs. Enrollment at the graduate level is expected to remain stable or increase slightly for all programs. Enrollment in both part-time and full-time undergraduate programs is expected to increase in the coming years. The University has engaged Aslanian Associates to determine the best format for an expansion of Fairfield’s continuing studies efforts. Both the strategic plan and the campus master plan call for a steady increase of full-time undergraduate population to a consistent level of 4,000 students.

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Admission and Enrollment

The Fairfield 2020 Strategic Plan as well as the ongoing campus master planning effort calls for Fairfield to modestly increase its full-time undergraduate enrollment to 4,000 students. Over the past three years the University’s freshman enrollment goals have been consistently set at 975 to 1,000.

The University’s professional programs in business, nursing and engineering, while always popular, have become an even larger part of the undergraduate enrollment picture at Fairfield. Applications overall have increased every year for the past ten years, and applications specifically to the Schools of Business, Nursing and Engineering have risen considerably each year over the past five years. The completion of the new Egan School of Nursing & Health Studies, and the addition of Public Health as an undergraduate major, ensures continued interest in the Nursing program. The anticipated completion of a new building for the Dolan School of Business will also allow us to maximize enrollment in the Dolan School of Business, making the attainment of a consistent full time undergraduate enrollment of 4,000 entirely realistic.

Through the College of Arts and Sciences, the University offers a number of programs that continue to attract students. The expansion of the institution’s health sciences initiatives, including the implementation of an interdisciplinary minor as well as the added physical resources from the expansion of the Egan School of Nursing & Health Studies, are attractive features. Communication remains one of the University’s largest and most popular majors.

The following table shows full-time freshmen class enrollments and full-time transfers:

Freshman

Academic Applications Applications Acceptance Freshmen Percentage Transfer Into Year Received Accepted Rate Enrolled Yield Other Classes 2013-14 9,582 6,742 70% 963 14% 41 2014-15 9,978 7,137 72% 1,056 15% 47 2015-16 10,767 6,995 65% 966 14% 35 2016-17 11,055 6,795 62% 1,056 16% 52 2017-18 11,219 6,791 61% 994 15% 52

(Source: University Fact Book)

The University received 11,219 applications for the Class of 2021, the largest applicant pool in University history and an 1.5% increase over the prior year. Fairfield offers students the opportunity to apply as an Early Decision candidate, meaning that Fairfield is the student’s first choice and the student agrees to withdraw any additional applications if admitted, as well as Early Action and Regular Decision plans. The admit rate declined for the third consecutive year, dropping by over ten percentage points in less than five years. Yield has remained relatively consistent from year to year at 14 – 16%. Academic quality as measured by standardized test scores continues to increase.

The following table provides the average SAT score for the freshman class for each of the past five academic years as of October 1:

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Mean Academic Combined Year SAT Scores 2013-14 1,764 2014-15 1,775 2015-16 1,777 2016-17 1,780 2017-18 1,240

* The scoring of the SAT changed last year from a 2400 point scale to a 1600 point scale.

Fairfield is continuing its efforts to increase the diversity of the University’s undergraduate student body. Fairfield continues to look at diversity in a comprehensive manner, considering not only ethnic diversity but also religious and geographic diversity, as well as diversity of activities and interests. The Office of Undergraduate Admission hosts a week long summer program targeted at students from diverse backgrounds. The University’s on campus recruitment programs include an overnight program for students of color. The University also continues to partner with a number of high schools in Connecticut, New York and New Jersey, offering enhanced visit opportunities and financial aid packages to admitted students from designated schools. Enrollment of students from outside of New York, New Jersey, Massachusetts and Connecticut increased for the Class of 2021 to close to 20% of the entire class. Enrollment from international students also continues to increase.

The following table provides an overview of the diversity of Fairfield’s full-time undergraduate students, including international students:

American Native Non Indian/ Hawaiian/ Academic Resident African Alaskan Pacific Multi- Percent of Year Alien Asian Hispanic American Native Islander Ethnic Total Enrollment 2013-14 64 78 279 88 3 3 44 559 15.8% 2014-15 88 71 271 80 1 3 48 562 15.2% 2015-16 88 76 276 84 1 2 54 581 15.7% 2016-17 106 84 295 94 1 4 58 642 16.9% 2017-18 116 89 291 88 4 2 61 651 16.8%

The University’s recruitment efforts include travel throughout the northeast, as well as a carefully coordinated plan to reach out to more distant areas, including California, Florida, the Pacific Northwest, and parts of the Midwest and South. Targeted areas include regions with a strong Jesuit high school presence. The University has also embarked on a comprehensive recruitment plan for international undergraduate and graduate students. Recruitment efforts have focused on Latin America, India, China and Vietnam. Finally, a counselor advisory board was instituted two years ago. These counselors visit campus biannually to receive updates on the University and also serve as resources to help guide the Institution’s recruitment efforts.

A-16 Full-Time Undergraduate Geographic Distribution (excluding International):

Other New Other States & Academic Year Connecticut England States Mid-Atlantic Regions Number % Number % Number % Number % 2013-14 967 28% 785 23% 1,575 45% 142 4% 2014-15 957 26% 815 23% 1,692 47% 132 4% 2015-16 919 25% 820 23% 1,718 48% 159 4% 2016-17 991 26% 836 23% 1,708 46% 162 4% 2017-18 998 27% 871 23% 1,734 46% 160 4%

As is the case at many selective colleges and universities, students considering Fairfield are often applying to eight or more institutions, and gaining admission to a significant portion of those schools. The top group of institutions to which Fairfield’s applicants also apply include Boston College, Providence College, Loyola University Maryland, Fordham University, Villanova University and the University of Connecticut. However, institutional research reports that Fairfield’s applicants who choose to enroll elsewhere are selecting among 250 other colleges.

Although visiting high schools and interacting with students and counselors is an important part of the University’s recruitment plan, campus activities and communication efforts are keys to successful recruiting. The adoption of Slate as our CRM and application processing system has significantly expedited the processing and reading of applications, and has also significantly enhanced the University’s communication efforts with prospective students. In addition, the Office of Undergraduate Admission continues to partner closely with the Marketing and Communication Division in developing compelling resources for prospective students and their parents. In keeping with our goals to enhance the overall diversity of the student body we have recently developed some new pieces to specifically address the needs of students coming to Fairfield from a distance.

The traditional campus tour and student interview remain the backbone of the University’s recruitment process. The University routinely hosts over 8,000 unique visits annually, including over 5,000 students who participate in campus tours and information sessions, and over 1,400 who complete personal interviews. Immediately following a visit a student is sent a text message that thanks them for coming and also contains a link to an evaluation. In certain cases, a student’s visit to campus or lack thereof may be factored into the admission decision.

The University’s approach to enrollment management is an integrated one, involving a coordinated effort between multiple divisions on campus. Most importantly, there is a very close relationship between the offices of undergraduate admission and financial aid. The University’s financial aid strategy informs admission efforts, and vice versa. Although Fairfield directs approximately 35% of the University’s total financial aid budget to merit aid, the primary goal is to assist families with meeting their financial needs.

Student retention is an important part of student enrollment. Through the efforts of the Institutional Research area, Fairfield has developed a retention model that identifies students the University believes are at risk of transferring for multiple reasons. Staff from residence life and student affairs can intervene in a low key yet proactive way, assisting students with finding the resources to make the Fairfield experience more pleasant and productive. Over the past five years, retention has averaged 88% of freshman returning for their sophomore year. The six-year graduation rate for the class of 2014 was 82%.

Graduate and Continuing Studies Admission

Graduate enrollments have remained relatively stable in recent years. For the academic year 2017- 2018, graduate enrollment exceeded projections in all academic areas, except engineering. The School of

A-17 Engineering for several years enrolled a large number of international students from India, but changes in the process of obtaining a visa has had a negative impact on the enrollment of these students for many institutions, including Fairfield. There is a renewed awareness of the importance of the graduate population to attaining our overall enrollment goals. A task force is working on recommendations to grow enrollment by focusing on enhancing enrollment in our current programs, but also to expedite the creation of new academic programs and carefully examine not only our current delivery systems (online, hybrid) but also the formats of our programs.

We continue to systematize our enrollment efforts for part time and continuing studies students. We have implemented Slate to process applications and coordinate our communication efforts with prospective students and applicants. This fall the University hired a new Vice Provost for Part Time and Continuing Studies who will be responsible for directing new program development for this population. Fairfield has also done a significant amount of internal and external research on desired formats and courses which would be attractive to a variety of part time students.

Financial Aid

During the 2017 – 2018 academic year, over $75 million in University aid, and over $100 million in all forms of financial aid has been distributed to University students. Over 85% of all full-time undergraduates received some form of financial assistance from the University. The University is committed to meeting as much of the demonstrated financial need of students as possible. Approximately half of all undergraduates were determined to have financial need, and the University met over 70% of demonstrated need.

The following table provides a summary of the various categories of financial aid received by all students for the fiscal years ending June 2013 through June 2017.

Sources of Assistance: 2012-13 2013-14 2014-15 2015-16 2016-17 Institutional* $53,781,498 $57,037,425 $61,327,755 $64,320,475 $72,113,660 State 1,558,618 1,272,236 1,116,639 492,829 221,481 Federal: PELL 2,411,219 2,204,198 2,061,717 2,049,294 2,018,908 SEOG 392,425 394,640 420,530 386,834 397,427 SMART/Teach Grant 4,000 10,302 1,853 0 0 Perkins Loan 380,803 420,670 550,464 430,875 240,400 Stafford Loan 19,071,388 18,725,468 18,518,996 17,904,723 18,309,826 PLUS Loan 9,314,111 10,191,037 9,567,240 8,304,272 12,900,432 Nursing Loan 142,700 144,450 180,840 152,341 114,500 Work Study 307,388 263,738 209,459 291,522 369,380 Total Federal Assistance $32,024,034 $32,354,503 $31,511,099 $29,519,861 $34,350,873 Outside Scholarships 1,467,579 2,145,753 1,389,279 1,784,801 2,255,666 Total Assistance $88,831,729 $92,809,917 $95,344,772 $96,117,966 $108,941,680 Processed

* Includes athletic grants but does not include fee waivers (Source: Student Financial Aid Records)

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Competing Institutions

The top ten institutions that the University competes with for students are: Boston College, Villanova University, Fordham University, Providence College, Loyola University Maryland, Quinnipiac University, University of Connecticut, Marist College, University of Delaware and University of Massachusetts at Amherst. The University offers a smaller student population than many of its competitors, placing a greater value on the individual student. Overall, the University’s strengths include the offering of a Jesuit educational experience, an attractive, large, enclosed campus, small class sizes, excellent faculty reputation and guaranteed housing on campus for all four years with many living options. In addition, the University offers excellent study abroad options. Many of the University’s students enjoy being involved with campus ministry and community service projects. The University’s location near New York City allows students many academic, cultural and social opportunities, especially the ability for internships.

The following table sets forth the University’s relative position compared to other institutions regarding tuition and general fees for the academic year:

2017-18 Institution Tuition Only Boston College $52,500 Villanova University $50,554 Fordham University $49,645 Providence College $47,870 Fairfield University $46,490 Loyola University Maryland $46,160 Quinnipiac University $44,420 University of Connecticut (out-of-state) $34,066 University of Connecticut (in-state) $11,998 Marist College* $36,100 University of Delaware (out-of-state) $31,860 University of Delaware (in-state) $11,870 University of Massachusetts at Amherst (out-of-state)^ $33,096 University of Massachusetts at Amherst (in-state)^ $15,411

Source: Websites for competing institutions

* Marist College lists an activity fee of $260 per academic year) rather than a "general fee." ^ UMass Amherst lists a student activity fee and technology fee rather than a "general fee."

Budgeting and Reporting Procedures

The University’s annual operating budget is based on revenue projections of student tuition and fees, room & board, distribution from endowment funds, unrestricted and restricted gifts and grants and miscellaneous other income. Expense allocations are based on the funding priorities of the academic, academic support, student affairs, administrative and other sectors of the University. The annual capital budget is determined based on major repair and replacement needs related to plant facilities, and equipment and technology needs, while allowing for sufficient cash reserves to fund principal payments on debt. The University begins to develop the operating and capital budget for the coming fiscal year during the prior October. Initial guidelines are developed and then reviewed with the broadly representative University Budget Committee. A significant task of the Budget Committee is to provide a forum for input

A-19 from a variety of University constituents into the overall budget process to ensure that it is consistent with the University’s long-term and short-term priorities. The budget process is highly participatory and fully involves those responsible for spending decisions. The operating and capital budgets are then presented and recommended by the President to the Finance Committee of the Board of Trustees for its review and subsequently presented to the full Board of Trustees at the spring meeting prior to the start of the new fiscal year.

The University monitors the budget process through routinely prepared monthly accounting reports that are distributed to each department for their review and summarized for review by division heads. The monthly accounting reports are a comparison of budget and actual results by department and division. Quarterly budget variance reports are prepared and reviewed regularly by the Chief Operating Officer and the Board of Trustees.

The University’s operating expense and capital expenditure budgets for fiscal year 2017 were $207.8 million and $9.4 million, and for fiscal year 2018 are $210.0 million and $10.1 million, respectively. In addition to these capital expenditure budgets, the University raised funds for the following projects completed in fiscal year 2018: expansion and modernization of the Marion Peckham Egan School of Nursing & Health Studies (a $29 million project), the expansion and modernization of the Tully Student Dining Room (a $19 million project), and the construction of a parking garage (a $10 million project). On average, over the last five fiscal years (2013-2017), actual operating revenues have been derived from the following sources: net tuition and fees (66%); grants and contracts (2%); private gifts (5%); investment income (6%); auxiliary enterprises, including room and board charges (19%); and other miscellaneous sources (2%).

Current Operations

The following table is a summary of the Statement of Activities of the University, which reflects the total changes in unrestricted, temporarily restricted and permanently restricted net assets for the most recent five fiscal years ending 2013 – 2017:

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Summary of Statement of Activities

For years ended June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands)

2013 2014 2015 2016 2017 Operating Revenues: Tuition and fees $182,061 $190,841 $202,242 $210,092 $217,906 Less: Student financial aid (57,844) (60,948) (65,202) (68,152) (75,295) Net tuition and fees 124,217 129,893 137,040 141,939 142,611 Government grants and contracts 4,327 3,758 3,121 3,005 3,330 Contributions 11,127 6,296 10,348 10,192 10,364 Investment returns designated for current operations 10,967 10,728 11,444 12,554 11,260 Departmental and other revenues 3,707 3,925 4,217 3,823 3.884 Auxiliary services 37,348 37,794 40,623 41,929 43,476

Total operating revenues $191,693 $192,394 $206,793 $213,442 $214,926

Operating Expenses: Instruction $57,025 $59,863 $61,535 $69,863 $73,064 Research and public service* 8,785 8,796 8,159 2,388 2,758 Academic support 20,612 22,085 20,937 20,542 21,063 Institutional support 31,823 33,616 35,595 38,803 36,615 Student services 27,756 29,256 28,938 29,250 30,111 Auxiliary services 33,643 34,848 38,420 37,814 37,754

Total operating expenses $179,644 $188,464 $193,584 $198,660 $201,366

Nonoperating activities: Contributions for nonoperating purposes 11,872 19,075 12,351 15,889 49,860 Investment return in excess of (less than) amounts designated for current operations 16,093 33,949 (2,389) 13,493 31,423 Net asset reclassifications/other - (357) (142) (208) 127 Loss on long term debt refunding - - - (1,958) - Change in value split interest agreements (250) (70) (89) (100) (77)

Increase (decrease) in net assets: Unrestricted $18,336 $23,093 $19,847 $9,853 $45,060 Temporarily restricted 13,638 26,912 (55) 1,662 42,337 Permanently restricted 7,790 6,523 3,147 3,397 7,496

Total increase in net assets 39,764 56,528 22,939 14,912 94,893

Net assets at beginning of year $349,611 $389,375 $445,903 $468,842 $483,754 Net assets at end of year $389,375 $445,903 $468,842 $483,754 $578,647

(Source: University Financial Statements 2013-2017) *In fiscal year 2016, the University reevaluated what it deems to be Research and public service. As a result, the expenditures associated with those activities were reduced, offset by an increase in the Instruction expenditures.

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Under the generally accepted accounting principles, net assets and revenues, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Brief definitions of the three classes of net assets are presented below:

Unrestricted net assets - Net assets not subject to donor-imposed restrictions.

Temporarily Restricted Net Assets - Net assets subject to donor-imposed stipulations that will be met by actions of the University or the passage of time.

Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that the University maintain such assets permanently. Generally, the donor of these assets permits the University to use all or part of the return on the related investments.

The University’s composition of net assets at the end of each of the most recent five fiscal years ending 2013 – 2017 was as follows:

2013 2014 2015 2016 2017 Net Assets Unrestricted $202,310,686 $225,404,198 $245,251,081 $255,104,159 $300,164,086 Temporarily restricted 60,205,832 87,118,224 87,062,956 88,724,820 131,061,654 Permanently restricted 126,858,216 133,380,863 136,528,369 139,925,057 147,421,744 Total Net Assets $389,374,734 $445,903,285 $468,842,406 $483,754,036 $578,647,484

(Source: University Financial Statements)

Tuition and Fees

Annually, the administration recommends and the Board of Trustees approves a schedule of tuition and fees after reviewing relative benchmarks.

For the indicated academic years, Fairfield University full-time undergraduate students have been or will be charged as follows:

2013-14 2014-15 2015-16 2016-17 2017-18

Tuition $42,320 $43,170 $44,250 $45,350 $46,490 Room and Board (Residence Halls) 12,930 13,190 13,520 13,860 14,280 Townhouses (Room Only) 10,510 10,720 10,990 11,270 11,610 Apartment Complex (Room Only) 10,845 11,060 11,340 11,620 11,970 General Student Fees 600 600 625 650 675

(Source: University Administrative Records)

For academic year 2017-18, tuition charges are $925 per credit hour for all Dolan School of Business Graduate Programs, $825 per credit hour for all School of Engineering Graduate Programs, and $750 per credit hour for all Graduate Education Programs. In the Egan School of Nursing & Health Studies, the MS Program tuition per credit hour is $850, and the Nursing DNP, the Executive DNP, and Anesthesia DNP Programs’ tuition per credit hour is $1,000. In the School of Arts and Sciences, the Masters of Public Administration tuition per credit hour is $775, and the MFA Creative Writing Program tuition per credit hour is $575. Tuition per credit hour for the following programs is $725: Graduate American Studies, Graduate Mathematics, and Graduate Communications. The registration fee in each educational unit is $35 per semester.

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Gifts, Grants and Bequests

Fairfield University maintains a permanently and professionally staffed University Advancement Division that is responsible for developing and implementing comprehensive Individual Giving, Foundation Relations, Corporate Relations and Alumni Relations programs. The area of Individual Giving encompasses the Annual Fairfield Fund, Major Gifts and Planned Giving programs. With respect to its development function, the division is responsible for all private sector fundraising activities undertaken on the University’s behalf to meet annual, capital or endowment needs. Outright gifts to the University in recent years were received for purposes described on a cash basis in the table below:

Capital & Fiscal Year Unrestricted Restricted Endowment Total Gifts 2013 $2,585,320 $2,865,480 $12,118,611 $17,569,411 2014 2,566,506 2,351,718 10,748,473 15,666,697 2015 2,852,439 4,273,702 9,410,160 16,536,301 2016 2,566,484 4,007,502 12,298,951 18,872,937 2017 2,432,676 4,804,327 34,419,048 41,656,051

(Source: University Advancement Data Reported on a Cash Basis)

Fundraising emphasis for the seven most recent fiscal years (2011 to 2017) was balanced between the areas of annual giving, endowed scholarship and teaching funds, endowed professorships, gifts for academic programs and instruction, and case elements within the Fairfield Rising Campaign which began in 2011. Despite the economic downturn in 2008 and 2009 which impacted fundraising across non-profit sectors, alumni support has continued to rise. As would be expected, the University Board of Trustees has maintained 100% participation and continues to augment continued fundraising efforts with signature commitments to priority University projects.

Capital Campaign

The Fairfield Rising Campaign is the University’s third multi-year, comprehensive fundraising campaign in its nearly 75-year history. Building on the success of previous efforts, Fairfield Rising represents a $160 million philanthropic investment in scholarship and academic endowment, programmatic additions, and enhancements to existing and the construction of new facilities.

Beginning in 2011, the Fairfield Rising Campaign (the “Campaign”) established significant initial momentum and endorsement via support at six- and seven-figure levels from key Trustees, Alumni and Friends of the University. During this silent phase of fundraising, the Campaign achieved consecutive target fundraising benchmarks, motivating two additional key donors to make $5 million and $10 million gifts, respectively, in 2014. These gifts further inspired an additional $12.5 million in key gifts from two other supporters in 2015. The receipt of these contributions and ongoing campaign fundraising from the entire Fairfield community propelled the Campaign fundraising total beyond $115 million, coinciding with the public announcement of the Campaign in October 2015.

Now in the public phase, the Campaign surpassed the next target benchmark of $140 million by June 30, 2016, via continued leadership and major gifts fundraising. The goal of $160 million was surpassed in April of 2017, prompting the Board of Trustees to both elevate and extend the Campaign. The revised target has been increased by $50 million to $210 million and the completion date is now December 31, 2018. As of January 15, 2018 more than $198 million has been raised and the University expects to surpass the $210 million goal.

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Endowment and Quasi-Endowment The University endowment and quasi-endowment funds consist principally of cash, investments and contributions receivable and are reported on the statement of financial position under unrestricted and permanently restricted net assets. The investment value of endowment and quasi-endowments, contributions receivable and total carrying value of endowment were as follows:

Fiscal Year Investment Contribution Total Carrying ended June 30 Values Receivable Values

2013 $273,840,200 $6,102,110 $279,942,310 2014 316,744,454 4,674,338 321,418,792 2015 320,769,183 3,729,713 324,498,896 2016 313,245,638 3,668,206 316,913,844 2017 352,662,516 2,643,750 355,306,266

(Source: University Financial Statements 2013-2017)

The asset allocation of the endowment and quasi-endowment as of June 30, 2017, was as follows:

Investment Values Percentage of Total

Cash and cash equivalents $ 30,886,258 9% Corporate stocks 182,425,663 51

Investment Funds: Private equity and other 32,181,372 9 Equities 41,074,659 12 Bonds 37,918,216 11 Hedge fund of funds 28,176,348 8

Total $ 352,662,516 100%

(Source: University Financial Statements 2017)

As of December 31, 2017, the unaudited total value of the endowment was $372.5 million (see “Management Discussion” below). The December 31, 2017 valuation does not include certain annuities with an estimated aggregate value of approximately $5.9 million as of June 30, 2017.

A formal Endowment Investment Policy authorized and approved by the Board of Trustees exists. The Investment Sub Committee of the Finance Committee of the Board of Trustees adheres to the investment policy and reviews the endowment investment portfolio monthly. The University’s policy is to distribute a portion of the total investment return for current operations at a predetermined rate set annually (currently 3.25%). This rate is determined by the Board of Trustees and is calculated based on the average market value of total endowment assets for the preceding twelve quarters.

Management Discussion

Fairfield University completed operations with a positive operating margin for the 47th consecutive year. As of June 30, 2017, the University generated a $13.6 million increase in unrestricted and temporarily restricted net assets from operations, resulting from $214.9 million of operating revenues exceeding $201.4 million in operating expenses. These revenue and expense activities support the University’s overall strategic mission and goals by continuing to provide quality academic programs, student activities and support services.

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In addition to the operating results reported above, activities of a long-term nature support the University’s future operations and are reported as non-operating activities. They consist of contributions for the endowment and the acquisition of capital assets; unrestricted and temporarily restricted endowment investment return in excess of amounts designated for current operations, and any other activities not related to operations. These non-operating activities resulted in a net increase of $81.3 million primarily from contributions for the endowment of $7.5 million, gifts for the construction of a new Dolan School of Business of $40 million and endowment investment return in excess of amounts designated for current operations of $31.4 million. The operating increase of $13.6 million combined with the non-operating increase of $81.3 million resulted in a total increase in net assets of $94.9 million.

Fairfield’s endowment fund for the year ended June 30, 2017 posted a net investment gain of 13.4%, ending the year at $352.7 million. The continued growth of the endowment fund investments is vital for the University to remain viable and competitive. Endowment earnings support student financial aid, academic programs, faculty chairs, library acquisitions as well as general support of the University.

Operating results for fiscal year 2018 are currently estimated to be at or above the positive operating margin posted in fiscal year 2017, due in part to undergraduate net tuition projections exceeding budget amounts. The value of the endowment as of December 2017 (unaudited) increased to $372.5 million, an increase of approximately 5.6% since June 30, 2017, primarily due to net investment gains and distribution to the University for operations. The December 2017 valuation does not include certain annuities with an estimated aggregate value of approximately $5.9 million as of June 30, 2017.

The University expects continued positive financial performance over the foreseeable future, particularly given the anticipated impact of this strategic plan. Its emphasis on growth and diversification of revenue streams, speed and innovation should continue to attract quality students and maintain competitive enrollment and demand ratios. In addition, the student housing project being funded with a portion of the Series R Bonds is a significant part of the strategic plan to address planned enrollment growth projections.

The University also has experienced continued success with its overall advancement efforts. The University anticipates that the new construction, renovations and improvements to its campus facilities, and continued state-of-the-art technology and equipment additions, together with its continuing efforts for academic excellence, will have a positive influence on the University’s competitiveness.

Plant Assets

The following tabulation indicates the plant assets of the University at cost as of the end of each year ended June 30:

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2013 2014 2015 2016 2017 Land $ 21,660,930 $ 22,009,949 $ 24,744,281 $ 23,604,489 $ 24,170,535 Buildings 400,922,338 405,681,783 415,929,313 427,723,070 451,035,251 Equipment and Library Books 48,965,041 51,424,225 53,767,109 58,190,420 60,714,507 Construction in Progress 1,215,215 4,268,317 8,452,016 21,707,569 50,335,931

Subtotal 472,763,524 483,384,274 502,892,719 531,225,548 586,256,224

Accumulated (187,708,727) (202,379,332) (216,338,566) (231,121,834) (247,970,615) Depreciation

Net Plant Assets $285,054,797 $281,004,942 $286,554,153 $300,103,714 $338,285,609

(Source: University Financial Statements 2013-2017)

Insurance

The University maintains a comprehensive risk management program of both property and casualty insurance through several different insurance carriers. Such coverage includes (1) comprehensive all-risk for buildings and their contents at a total replacement value of over $693,000,000, (2) comprehensive general liability insurance against personal injury and property damage with limits of $1,000,000 per occurrence, (3) umbrella liability policies with limits of $40,000,000, (4) workers’ compensation insurance as required by statute, (5) a blanket crime policy, (6) automobile liability insurance, (7) fiduciary liability and educators legal liability insurance (D&O) and (8) various specialized insurance limits covering items such as cyber security, business interruption, boilers and machinery, licensed professional liability, storage tank pollution, privacy & network, fine arts, scientific instruments and audiovisual equipment. The University conducts an annual review of its risk management program in an effort to maintain adequate coverage at reasonable costs. The University periodically reviews such coverage with an independent insurance consultant and also has a safety committee and utilizes in-house and third-party loss control & claims consultants to help in mitigating the University’s exposure to loss.

Pension Program

All employees who work 1,000 hours or more in a year are eligible to participate in the Fairfield University Retirement Savings Plan after satisfying specific eligibility requirements. Participants may elect to invest their retirement savings through Teachers Insurance and Annuity Association of America and the College Retirement Equities Fund (TIAA-CREF). Employees must contribute a minimum of 2.5% of their base salary or wages, to be eligible to receive the University’s 9% matching contribution; with all contributions individually owned and immediately vested. The University also contributes a percentage of each Jesuit employee’s salary directly to the Jesuit Community. In 2016, the University contracted with Fiduciary Investment Advisors (FIA) to serve as a savings plan consultant and co-fiduciary of the Plan. An investment committee comprised of faculty and staff was also formed at the same time. Fairfield University is in compliance with the Employee Retirement Income Security Act of 1974.

Outstanding Indebtedness

As of January 1, 2018, the University had outstanding long-term indebtedness with an aggregate par value of $275.4 million, including the following bond issues of the Authority.

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a) Fairfield University Issue, Series M Bonds (“Series M Bonds”), which were originally issued in the amount of $39.4 million and are currently outstanding in the amount of $6.3 million. The proceeds of the Series M Bonds were used to refund Series K and L-1 (Second Tranche) Bonds. The Series M Bonds mature serially through July 1, 2027 and mature as term bonds on July 1, 2034, the final maturity date of the Series M Bonds. A portion of the proceeds of the Series S Bonds will be used to currently refund and defease the Series M Bonds.

b) Fairfield University Issue, Series N Bonds (“Series N Bonds”), which were originally issued in the amount of $108.2 million and are currently outstanding in the amount of $79.0 million. The proceeds of the Series N Bonds were used to refund Series L-1 and L-2 Bonds and to fund a swap termination payment. The Series N Bonds mature serially through July 1, 2027 and mature as term bonds on July 1, 2029, the final maturity date of the Series N Bonds. A portion of the proceeds of the Series S Bonds will be used to currently refund and defease the Series N Bonds.

c) Fairfield University Issue, Series P Bonds (“Series P Bonds”), which were originally issued in the amount of $11.1 million and are currently outstanding in the amount of $8.6 million. The proceeds of the Series P Bonds were used to refund Series H Bonds. The Series P Bonds mature serially through July 1, 2022 and mature as term bonds on July 1, 2028, the final maturity date of the Series P Bonds.

d) Fairfield University Issue, Series Q-1 Bonds (“Series Q-1 Bonds”), which were originally issued in the amount of $46.6 million and are currently outstanding in the amount of $46.6 million. The proceeds of the Series Q-1 Bonds were used for the renovation of the Health Science Building and other campus facilities.

e) Fairfield University Issue, Series Q-2 Bonds (“Series Q-2 Bonds”), which were originally issued in the amount of $17.6 million and are currently outstanding in the amount of $17.6 million. The proceeds of the Series Q-2 Bonds were used to advance refund a portion of the Series M Bonds and to pay the costs of bond issuance.

f) Fairfield University Issue, Series R Bonds (“Series R Bonds”), which were originally issued in the amount of $117.3 million and are currently outstanding in the amount of $117.3 million. The proceeds of the Series R Bonds were used for the renovation of various campus facilities, to advance refund Fairfield University Issue, Series O Bonds and to pay the costs of bond issuance.

Leases and Other Commitments

The food service operation on the University campus is managed in accordance with a contract with Sodexo Operations, LLC. The University bookstore is operated under a contract with Follett Higher Education Group, Inc. In addition, custodial services are outsourced to ABM. The University also has various lease agreements for printers, copiers and other types of similar equipment, with obligations that extend through 2020.

The University has a line of credit agreement with Bank of America which allows for borrowings up to $20,000,000. The agreement expires on January 23, 2019. Interest on any borrowings is at the LIBOR rate plus 0.80%. There is an unused commitment fee of .30% per annum. As of the date hereof, there were no outstanding borrowings under this line of credit.

The University has entered into construction-related commitments of approximately $35,200,000 as of September 30, 2017.

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Labor Relations

The University has a collective bargaining agreement with a unit of the International Union of Operating Engineers (Local 30), representing approximately 26 maintenance workers. The contract expires on June 30, 2019. The University believes that its relationship with the union is collegial and the University expects the contract to be renewed in the ordinary course. No other employees (including faculty) are unionized.

Litigation

The University is a party to a variety of actions, proceedings, and legal, administrative, and other inquiries arising in the normal course of business relating to labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Litigation outcomes are difficult to predict and are often resolved over long periods of time. Estimating probable losses requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. In some cases, although a loss is reasonably possible, the University cannot reasonably estimate the range of losses. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from estimates.

While the results of these proceedings, claims, and inquiries cannot be predicted with any certainty, University management believes that the final outcome of these matters will not have a material adverse effect on the consolidated financial statements, results of operations, or cash flows of the University.

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Conclusion

This letter and the information contained herein, together with the University audited financial statements, are submitted to the Authority for inclusion in its Official Statement relating to its Revenue Bonds, Fairfield University Issue, Series S. The use of this letter by the Authority in connection with the initial sale of the Series S Bonds, and the execution and delivery thereof by its President and its Vice President for Finance and Treasurer, have been duly authorized by the Board of Trustees of Fairfield University.

FAIRFIELD UNIVERSITY

By: /s/ Mark Nemec President

By: /s/ Michael Trafecante Vice President for Finance, CFO and Treasurer

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[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B

FAIRFIELD UNIVERSITY Financial Statements June 30, 2017 and 2016 (With Independent Auditors’ Report Thereon) FAIRFIELD UNIVERSITY

Table of Contents

Page(s)

Independent Auditors’ Report 1

Financial Statements:

Statements of Financial Position 2

Statements of Activities 3–4

Statements of Cash Flows 5

Notes to Financial Statements 6–20 KPMG LLP 345 Park Avenue New York, NY 10154-0102

Independent Auditors’ Report

The Board of Trustees Fairfield University:

We have audited the accompanying financial statements of Fairfield University (the University), which comprise the statements of financial position as of June 30, 2017 and 2016, and the related statements of activities and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairfield University as of June 30, 2017 and 2016, and the changes in its net assets and its cash flows for the years then ended, in accordance with U.S. generally accepted accounting principles.

September 28, 2017

KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. FAIRFIELD UNIVERSITY Statements of Financial Position June 30, 2017 and 2016

Assets 2017 2016 Cash and cash equivalents $ 55,414,181 50,086,146 Accounts receivable – students, less allowance for doubtful collections of $752,656 in 2017 and $702,551 in 2016 222,157 169,824 Student loans, less allowance for doubtful collections of $300,000 in 2017 and 2016 2,705,736 2,865,319 Contributions receivable, net 45,221,565 29,361,443 Other assets 7,277,298 8,118,009 Deposits with bond trustees 50,001,935 69,428,300 Investments 382,117,977 325,372,539 Land, buildings, and equipment, net 338,285,609 300,103,714 Total assets $ 881,246,458 785,505,294

Liabilities and Net Assets Liabilities: Accounts payable and accrued liabilities $ 28,415,930 22,413,388 Accrued compensation 12,589,990 12,636,657 Deferred revenue 18,789,703 17,066,735 Government grants refundable – student loans 2,434,466 2,415,716 Long-term debt, net 240,368,885 247,218,762 Total liabilities 302,598,974 301,751,258 Net assets: Unrestricted 300,164,086 255,104,159 Temporarily restricted 131,061,654 88,724,820 Permanently restricted 147,421,744 139,925,057 Total net assets 578,647,484 483,754,036 Total liabilities and net assets $ 881,246,458 785,505,294

See accompanying notes to financial statements.

2 FAIRFIELD UNIVERSITY Statement of Activities Year ended June 30, 2017

Temporarily Permanently 2017 Unrestricted restricted restricted Total Operating revenues: Educational and general: Tuition and fees $ 217,905,771 — — 217,905,771 Less student financial aid (75,294,569) — — (75,294,569) Net tuition and fees 142,611,202 — — 142,611,202 Government grants and contracts 624,400 2,705,295 — 3,329,695 Contributions 3,920,142 6,443,744 — 10,363,886 Investment return designated for current operations 4,843,351 6,417,116 — 11,260,467 Departmental and other revenues 3,884,151 — — 3,884,151 Net assets released from restrictions 13,093,723 (13,093,723) — — Total educational and general 168,976,969 2,472,432 — 171,449,401 Auxiliary services 43,476,147 — — 43,476,147 Total operating revenues 212,453,116 2,472,432 — 214,925,548 Operating expenses: Educational and general service: Instruction 73,064,203 — — 73,064,203 Research 885,305 — — 885,305 Public service 1,872,542 — — 1,872,542 Academic support 21,063,254 — — 21,063,254 Institutional support 36,615,310 — — 36,615,310 Student services 30,111,345 — — 30,111,345 Total educational and general services 163,611,959 — — 163,611,959 Auxiliary services 37,753,887 — — 37,753,887 Total operating expenses 201,365,846 — — 201,365,846 Increase in net assets from operations 11,087,270 2,472,432 — 13,559,702 Nonoperating activities: Contributions for nonoperating purposes 87,104 42,252,353 7,520,641 49,860,098 Investment return in excess of amounts designated for current operations 13,305,661 17,586,783 530,629 31,423,073 Net asset reclassifications/other (1,032,336) 1,603,165 (443,425) 127,404 Change in value split interest agreements (3,297) 37,626 (111,158) (76,829) Nonoperating net assets released from restrictions 21,615,525 (21,615,525) — — Total nonoperating activities 33,972,657 39,864,402 7,496,687 81,333,746 Increase in net assets 45,059,927 42,336,834 7,496,687 94,893,448 Net assets: Beginning of year 255,104,159 88,724,820 139,925,057 483,754,036 End of year $ 300,164,086 131,061,654 147,421,744 578,647,484

See accompanying notes to financial statements.

3 FAIRFIELD UNIVERSITY Statement of Activities Year ended June 30, 2016

Temporarily Permanently 2016 Unrestricted restricted restricted Total Operating revenues: Educational and general: Tuition and fees $ 210,091,665 — — 210,091,665 Less student financial aid (68,152,293) — — (68,152,293) Net tuition and fees 141,939,372 — — 141,939,372 Government grants and contracts 949,274 2,056,029 — 3,005,303 Contributions 3,992,941 6,199,483 — 10,192,424 Investment return designated for current operations 5,112,714 7,440,944 — 12,553,658 Departmental and other revenues 3,822,521 — — 3,822,521 Net assets released from restrictions 12,896,218 (12,896,218) — — Total educational and general 168,713,040 2,800,238 — 171,513,278 Auxiliary services 41,928,855 — — 41,928,855 Total operating revenues 210,641,895 2,800,238 — 213,442,133 Operating expenses: Educational and general service: Instruction 69,862,649 — — 69,862,649 Research 798,057 — — 798,057 Public service 1,590,415 — — 1,590,415 Academic support 20,542,163 — — 20,542,163 Institutional support 38,802,546 — — 38,802,546 Student services 29,250,197 — — 29,250,197 Total educational and general services 160,846,027 — — 160,846,027 Auxiliary services 37,814,321 — — 37,814,321 Total operating expenses 198,660,348 — — 198,660,348 Increase in net assets from operations 11,981,547 2,800,238 — 14,781,785 Nonoperating activities: Contributions for nonoperating purposes 6,510 12,128,867 3,753,222 15,888,599 Investment return less than amounts designated for current operations (5,706,028) (7,749,307) (37,270) (13,492,605) Net asset reclassifications/other (218,607) 232,534 (221,816) (207,889) Loss on long term debt advance refunding (1,957,786) — — (1,957,786) Change in value split interest agreements (3,026) — (97,448) (100,474) Nonoperating net assets released from restrictions 5,750,468 (5,750,468) — — Total nonoperating activities (2,128,469) (1,138,374) 3,396,688 129,845 Increase in net assets 9,853,078 1,661,864 3,396,688 14,911,630 Net assets: Beginning of year 245,251,081 87,062,956 136,528,369 468,842,406 End of year $ 255,104,159 88,724,820 139,925,057 483,754,036

See accompanying notes to financial statements.

4 FAIRFIELD UNIVERSITY Statements of Cash Flows Years ended June 30, 2017 and 2016

2017 2016 Cash flows from operating activities: Increase in net assets $ 94,893,448 14,911,630 Adjustments to reconcile increase in net assets to net cash provided by operating activities: Depreciation and amortization 17,649,814 16,860,494 Net loss on disposal of buildings and equipment 30,363 907,602 Loss on extinguishment of debt — 1,957,786 Contributions restricted for long-term investment (34,109,139) (13,715,846) Realized and unrealized (gains) losses on investments, net (39,184,234) 4,669,997 Changes in operating assets and liabilities: Contributions receivable (15,860,122) (4,296,574) Student accounts receivable (52,333) (13,809) Other assets 735,382 563,751 Accounts payable and other accrued liabilities and accrued compensation (1,314,389) 3,306,664 Deferred revenue 1,722,968 424,806 Government grants refundable – student loans 18,750 35,211 Net cash provided by operating activities 24,530,508 25,611,712 Cash flows from investing activities: Proceeds from sale of investments 73,708,941 48,220,941 Purchase of investments (91,270,145) (47,579,947) Purchase of buildings and equipment (56,269,050) (31,589,359) Accruals for the acquisition of buildings and equipment 7,270,264 1,760,748 Issuance of student loans (353,165) (583,216) Repayment of student loans 512,748 460,841 Net cash used in investing activities (66,400,407) (29,309,992) Cash flows from financing activities: Cash proceeds from contributions restricted for: Permanently restricted endowment 7,692,515 3,629,988 Temporarily restricted funds for capital 26,416,624 10,085,858 Net proceeds from long-term borrowing — 71,858,707 Principal payments from refinancing and retirement of debt — (17,955,000) Payment of long-term debt principal (6,442,899) (6,149,187) Bond issuance costs incurred — (570,444) Decrease (increase) in deposits with bond trustees 19,531,694 (48,424,836) Net cash provided by financing activities 47,197,934 12,475,086 Net increase in cash and cash equivalents 5,328,035 8,776,806 Cash and cash equivalents: Beginning of year 50,086,146 41,309,340 End of year $ 55,414,181 50,086,146

Supplemental disclosure of cash flow information: Interest paid on debt, including capitalized interest of $2,330,000 in 2017 and $815,500 in 2016 $ 11,687,869 10,361,258

See accompanying notes to financial statements.

5 FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(1) Summary of Significant Accounting Policies (a) Background Founded in 1942, Fairfield University is a private, Jesuit institution that provides undergraduate, graduate, and continuing studies in five distinct schools to its students. The accompanying financial statements, which include the accounts of Fairfield University and its Preparatory School (the University), which together are a 501(c)(3) tax-exempt institution, have been prepared on the accrual basis and in conformity with accounting principles generally accepted in the United States of America (GAAP).

(b) Basis of Presentation (i) General Net assets, revenues, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets and changes therein are classified as follows:

Unrestricted net assets – Net assets not subject to donor-imposed stipulations. Temporarily restricted net assets – Net assets subject to donor-imposed stipulations that will be met by actions of the University or the passage of time. Permanently restricted net assets – Net assets subject to donor-imposed stipulations that they be maintained permanently by the University. Generally, the donor of these assets permits the University to use all or part of the return on the related investments.

Revenues are reported as increases in unrestricted net assets unless their use is limited by donor-imposed restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on investments and other assets or liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulations or law. Expirations of temporary restrictions on net assets, that is, the donor-imposed stipulated purpose has been accomplished or the stipulated time period has elapsed, are reported as net assets released from restrictions. Donor contributions restricted for capital expenditures are released to unrestricted net assets when the assets are placed in service.

(ii) Contributions Receivable Contributions, including unconditional promises to give, are recognized as revenues in the period received at their fair value. Promises to give that are scheduled to be received after the date of the statements of financial position are shown as increases in temporarily restricted net assets and are released to unrestricted net assets when the purpose and time restrictions are met. Promises to give subject to donor-imposed stipulations that the corpus be maintained permanently are recognized as increases in permanently restricted net assets.

Conditional promises to give are not recognized until they become unconditional, that is, when the conditions on which they depend are substantially met. Contributions of assets other than cash are recorded at their estimated fair value. Contributions to be received after one year are discounted based upon a risk adjusted interest rate. Amortization of the discount is recorded as additional contribution revenue in accordance with the donor-imposed restrictions, if any, on the contributions.

6 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(iii) Measure of Operations The statements of activities report the change in net assets from operating and nonoperating activities separately. For this purpose, operations include operating revenues consisting of those items attributable to the University’s educational programs or research conducted by the academic departments, and operating expenses include the costs of providing University programs and other activities. Investment return on the University’s long-term investments in excess of (less than) the amount appropriated under the University spending plan, as discussed in note 7, donor contributions restricted for capital expenditures and certain other unusual or nonrecurring items are reported as nonoperating activities. Additionally, nonoperating activities consist of contributions that are not in direct support of the annual operating budget. This measure of operations is different from cash flows from operating activities reported in the statements of cash flows, which includes the cash effects of all transactions and other events (including certain nonoperating items) that enter into the determination of the change in net assets.

(c) Cash The University has several bank accounts at June 30, 2017 containing balances, which exceed FDIC limits. The University believes that no significant risk exists at June 30, 2017 with respect to these balances.

(d) Cash Equivalents Cash equivalents are held for reinvestment and are highly liquid in nature and have original maturities at the time of purchase of three months or less. Cash equivalents include cash held in money market accounts and certificates of deposit for operating and reinvestment purposes. Cash equivalents are valued at one dollar per share in the money market fund and one dollar plus earned interest in certificates of deposit. These assets are categorized as Level 1.

(e) Deposits with Bond Trustees Deposits with bond trustees are directly owned investments in government money market funds related to the Connecticut Health and Educational Facility Authority (CHEFA) Revenue Bonds, Series M, N, O, P, and Q-1. These investments are valued based upon market price quotations and categorized as Level 1.

(f) Accounts and Loans Receivable Accounts and loans receivable are stated net of allowances for doubtful accounts. Student loans receivable are principally amounts due from students under federally sponsored loan programs, which are subject to significant restrictions. Accordingly, it is not practicable to determine the fair value of such amounts.

(g) Fair Value Accounting The University records its applicable assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date.

7 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted or published prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three Levels of the fair value hierarchy under GAAP are as follows:

Level 1 Inputs that reflect unadjusted quoted or published prices in active markets for identical assets or liabilities that the University has the ability to access at the measurement date

Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active

Level 3 Inputs that are unobservable

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment. The University considers observable data to be that market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the University’s perceived risk of that instrument.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

In determining an instrument’s placement within the hierarchy, the University separates the marketable investment portfolio and other fair valued assets and liabilities into the following categories: cash equivalents, certificates of deposit, fixed income, corporate stocks, equity funds, bond investment fund, and deposits with bond trustees.

The University utilizes the “practical expedient” to estimate the fair value of investments in various investment funds that have a calculated value of their capital account or net asset value (NAV) in accordance with, or in a manner consistent with GAAP whereby there is limited market activity. The practical expedient is permitted under GAAP to estimate the fair value of an investment at the

8 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

measurement date using the reported NAV without further adjustment unless the entity expects to sell the investment at a value other than NAV or if the NAV is not calculated in accordance with GAAP.

The University performs additional procedures, including due diligence reviews on its investments in investment companies and other procedures with respect to the capital account or NAV provided to ensure conformity with GAAP. The University has assessed factors including, but not limited to, managers’ compliance with fair value measurement standard, price transparency and valuation procedures in place, the ability to redeem at NAV at the measurement date, and existence of certain redemption restrictions at the measurement date.

(h) Investments Investments are reported in the financial statements at fair value. Quoted or published market prices are used to value short-term investments, fixed income securities, corporate stocks, equity funds, and bond investment fund. Values for investments in limited partnerships, which are generally subject to certain withdrawal restrictions, are provided by the general partner, and may be based on appraisals, obtainable prices for similar assets, or other estimates. Because of the inherent uncertainty of the valuation for the University’s investments in investment partnerships and for certain underlying investments held by the investment partnerships, values for those investments may differ significantly from values that would have been used had a ready market for the investments existed. Unrealized gains or losses are determined by comparison of cost to fair value at the beginning and end of the reporting period. Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sales of securities are based on average cost.

(i) Corporate Stocks Corporate stocks include investments in actively traded equity securities and exchange traded funds, which are listed on a national exchange are valued at the last price quoted by the exchange and are generally categorized as Level 1. The fair values of other equity securities are based upon market price quotations, and are generally categorized as Level 1.

(ii) Fixed Income Securities Fixed income securities include investments in various U.S. Treasury instruments, corporate debt, structured products (such as mortgage-backed securities and asset-backed securities, and bank debt). Fixed income securities values are estimated based upon market price quotations and are generally categorized as Level 2.

(iii) Bond Investment Fund (Registered) Bonds in investment fund include a mutual fund (registered under the Investors’ 1940 Act). Mutual funds are principally invested in fixed income securities and trade in over the counter markets.

(iv) Private Equity and Other Private equity and other include equity positions in a variety of private equity funds with various strategies, private real estate funds that hold real property holdings, and direct investments in real estate funds through partnership interests. These securities are valued by the investment managers and the NAVs are recorded under GAAP utilizing the practical expedient.

9 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(v) Equity Funds (Registered and Nonregistered) Equities in investment funds include mutual funds (registered under the Investors’ 1940 Act) and hedge funds (nonregistered under the Investors’ 1940 Act). Mutual funds are principally invested in exchange traded securities. These hedge funds are invested principally in exchange traded and over the counter securities. The University has opted to utilize the NAV practical expedient for certain hedge fund investments fair value.

(vi) Hedge Fund of Funds Hedge fund of funds are nonregistered funds whereby the investment managers are investing in various underlying hedge funds that principally invest in exchange traded and over the counter securities. These securities are valued by the investment manager and NAVs are recorded under GAAP utilizing the practical expedient.

(i) Land, Buildings, and Equipment Land, buildings, and equipment, net is stated at cost less accumulated depreciation, computed on a straight-line basis over the estimated useful lives of buildings (40–60 years), building improvements (15–30 years), and equipment and library books (3–7 years). Depreciation expense is $18,071,550 and $17,132,196 for the years ended June 30, 2017 and 2016, respectively. Conditional asset retirement obligations included in accrued liabilities are $2,405,938 and $3,001,658 as of June 30, 2017 and 2016, respectively.

(j) Tuition and Fees The University recognizes revenues from student tuition and fees predominantly within the fiscal year in which the academic term is conducted. Therefore, student advance payments for tuition, room, and board are deferred and then recorded as unrestricted revenues when earned.

(k) Government Grants and Contracts Revenues associated with government grants for educational purposes and contracts are recognized as the related direct costs are incurred and are accounted for in unrestricted net assets. The University records reimbursement of indirect costs relating to such grants and contracts at authorized rates for each fiscal year as unrestricted revenue.

10 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(l) Allocation of Certain Expenses The financial statements report expenses by functional classification. Certain natural expenses associated with the operation and maintenance of University plant assets are allocated to the respective functional classifications based on square footage occupancy. The expenses that are allocated for the years ended June 30 are:

2017 2016 Plant operations and maintenance $ 17,509,552 16,375,908 Depreciation 18,071,550 17,132,196 Interest expense and amortization of bond discount and premium 8,936,134 9,364,548

Included in institutional support expenses are fund raising costs of $6,410,077 and $6,722,076 in fiscal 2017 and 2016, respectively.

(m) Income Taxes The University is a not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code (the Code) and is generally exempt from income taxes on related income pursuant to Section 501(a) of the Code. The University recognizes the effects of income tax positions only if those positions are more likely than not of being sustained. The University evaluates, on an annual basis, the effects of any uncertain tax positions on its financial statements. As of June 30, 2017, the University has not identified or provided for any such positions.

(n) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates include valuation of investments, and functional allocation of expenses. Actual results could differ from those estimates.

(o) Reclassifications Certain reclassifications have been made to the 2016 amounts to conform to the current year presentation.

(p) Subsequent Events The University has performed an evaluation of subsequent events through September 28, 2017, which is the date the financial statements were issued and has determined that there are no subsequent events to disclose.

11 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(2) Contributions Receivable Contributions receivable at June 30, 2017 and 2016 are expected to be collected as follows:

2017 2016 2017 $ — 9,124,700 2018 14,923,145 6,218,483 2019 10,862,072 6,122,318 2020 8,601,512 4,036,012 2021 5,994,507 2,517,497 2022 and later 6,558,991 2,603,491 46,940,227 30,622,501

Less: Present value discount (at rates ranging from 1.0% to 1.89%) (1,518,662) (1,061,058) Allowance for doubtful collections (200,000) (200,000) Contributions receivable, net $ 45,221,565 29,361,443

Amounts receivable from three donors represented 64% and 52% of gross contributions receivable in the years ended June 30, 2017 and 2016, respectively. During 2017, 66% of gross contributions revenue was recognized from two donors. During 2016, 21% of gross contributions revenue was recognized from two donors.

(3) Investments The following tables present the fair value hierarchy of the University’s investments that were measured at fair value on a recurring basis as of June 30, 2017 and 2016:

Assets at fair value as of June 30, 2017 Level 1 Level 2 Total Investments: Cash equivalents held for reinvestment $ 29,335,262 — 29,335,262 Certificates of deposit 27,500,000 — 27,500,000 Fixed income — 6,038,253 6,038,253 Corporate stocks 182,425,663 — 182,425,663 Equity funds 23,787,068 — 23,787,068 Bond investment fund 35,386,420 — 35,386,420 $ 298,434,413 6,038,253 304,472,666

Investment funds: Measured at net asset value (or its equivalent) 77,645,311 Total investments $ 382,117,977

12 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

Assets at fair value as of June 30, 2016 Level 1 Level 2 Total Investments: Cash equivalents held for reinvestment $ 24,113,284 — 24,113,284 Certificates of deposit 10,510,000 — 10,510,000 Fixed income — 5,332,657 5,332,657 Corporate stocks 152,008,272 — 152,008,272 Equity funds 19,235,196 — 19,235,196 Bond investment fund 34,064,259 — 34,064,259 $ 239,931,011 5,332,657 245,263,668

Investment funds: Measured at net asset value (or its equivalent) 80,108,871 Total investments $ 325,372,539

The University uses the NAV to determine the fair value of all the investments, which (a) do not have a readily determinable fair value and (b) prepare their financial statements consistent with the measurement principles of an investment company or have the attributes of an investment company. The following tables list investments in other investment companies by major category:

June 30, 2017 Amount Timing of NAV Number Remaining of unfunded draw down Redemption Strategy in funds of funds life commitments commitments terms

Private equity Equity positions in funds w ith and other various strategies and private real estate funds and partnerships holding real estate $ 32,181,372 20 1–9 years $ 9,873,767 1-3 years N/A*

Equity funds Equities in investment funds Annually w ith 60 (nonregistered) (nonregistered) 17,287,591 4N/A 111,000 N/A days w ritten notice

Hedge fund of funds Investment in various Ranges betw een underlying hedge funds monthly w ith principally invested in 35 days w ritten exchange traded and over notice to annually the counter securities 28,176,348 2 N/A—N/A w ith 95 days

$ 77,645,311 26 $ 9,984,767

* These funds are in private equity structure, w ith no ability to be redeemed.

13 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

June 30, 2016 Amount Timing of NAV Number Remaining of unfunded draw down Redemption Strategy in funds of funds life commitments commitments terms

Private equity Equity positions in funds w ith and other various strategies and private real estate funds and partnerships holding real estate $ 39,180,658 20 1–10 years $ 11,442,051 1–4 years N/A *

Equity funds Equities in investment funds Annually w ith 60 (nonregistered) (nonregistered) 14,760,374 4 N/A 111,000 N/A days w ritten notice

Hedge fund of funds Investment in various Ranges betw een underlying hedge funds monthly w ith principally investedin 35 days w ritten exchange traded and over notice to annually the counter securities 26,167,839 2 N/A — N/A w ith95 days

$ 80,108,871 26 $ 11,553,051

* These funds are in private equity structure, w ith no ability to be redeemed.

The following table summarizes the investment return for the years ended June 30, 2017 and 2016:

2017 2016 Dividends and interest $ 2,972,991 3,572,175 Realized and unrealized gains (losses), net 39,145,447 (4,668,287) Return on long-term investments 42,118,438 (1,096,112)

Interest on short-term investments 565,102 157,165

Total return on investments 42,683,540 (938,947)

Investment return designated for current operations (11,260,467) (12,553,658)

Investment return in excess of (less than) amounts designated for current operations $ 31,423,073 (13,492,605)

The University’s policy is to distribute a portion of the total investment return for current operations at the predetermined spending rate as discussed in note 7.

14 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(4) Land, Buildings, and Equipment The University’s investments in land, buildings, and equipment, net are stated at cost at date of acquisition or fair market value at date of donation in the case of gifts. The cost of land, buildings, and equipment, net at June 30, 2017 and 2016 is as follows:

2017 2016 Land and land improvements $ 24,170,535 23,604,489 Buildings 451,035,251 427,723,070 Equipment and library books 60,714,507 58,190,420 Construction in progress 50,335,931 21,707,569 586,256,224 531,225,548

Less accumulated depreciation (247,970,615) (231,121,834) Land, buildings, and equipment, net $ 338,285,609 300,103,714

At June 30, 2017 and 2016, construction in progress represents ongoing construction costs associated with new construction and improvements to various University facilities on campus.

At June 30, 2017 and 2016, net investment in plant included in unrestricted net assets totaled $133,244,338 and $103,517,430, respectively.

(5) Long-Term Debt Bonds and notes payable at June 30, 2017 and 2016 consisted of the following:

June 30, 2017 June 30, 2016 Average interest Unamortized Outstanding Unamortized Outstanding Type of financing rate amounts balances* amounts balances*

CHEFA Bonds 2008-M, due 2034 4.76 % $ 92,355 6,238,343 97,787 7,967,911 CHEFA Bonds 2008-N, due 2034 4.92 1,889,689 79,942,420 2,053,393 84,350,097 CHEFA Bonds 2010-O, due 2040 5.09 292,260 73,004,976 305,132 72,969,088 CHEFA Bonds 2010-P, due 2028 4.42 353,945 8,779,608 386,988 9,144,707 CHEFA Bonds 2016-Q-1, due 2046 4.16 7,181,255 52,750,581 7,416,341 52,975,212 CHEFA Bonds 2016-Q-2, due 2034 2.96 2,455,955 19,574,333 2,588,263 19,699,983 Capital Leases, due 2019 Variable — 78,623 — 111,764

$ 12,265,460 240,368,885 12,847,904 247,218,762

* For the CHEFA bonds, amounts are net of unamortized discounts or unamortized premiums, and bond issuance costs.

The above listed CHEFA bonds financed for various campus facilities are payable in annual installments on a graduating scale.

The premiums (discounts) will be amortized as reductions (increase) in interest expense over the remaining life of the bonds. The University amortized $502,090 and $271,702 of debt premiums to interest expense in the years ended June 30, 2017 and 2016, respectively.

15 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

In accordance with each of the bond indentures, the University maintains a sinking fund with bank trustees at an amount sufficient to pay interest and principal during the succeeding 12 months. The amounts in deposits with bond trustees are as follows:

Type of financing 2017 2016 CHEFA Bonds 2008-M $ 808,588 1,902,525 CHEFA Bonds 2008-N 8,349,671 8,747,244 CHEFA Bonds 2010-O 7,400,046 7,388,856 CHEFA Bonds 2010-P 893,203 925,431 CHEFA Bonds 2016-Q-1, Construction 32,548,893 48,138,756 CHEFA Bonds 2016-Q-1, Capitalized Interest 1,533 2,325,488 $ 50,001,935 69,428,300

The Series Q-1 bonds were issued in February 2016 and the proceeds will be used for the renovation of the Health Sciences Building and various other University facilities on campus. The Series Q-2 bonds were issued in March 2016 in order to advance refund a portion of the Series M bonds and to pay costs of issuance of the bonds. The effect of the refunding was a nonoperating charge of $1,957,786 in the year ended June 30, 2016.

The University’s long-term debt agreements contain various covenants, which may restrict the ability of the University to incur or guarantee debt. These agreements also require the University to meet a debt service ratio as defined in the agreements. The University was in compliance with the financial debt covenants at June 30, 2017.

Interest expense and amortization of bond discount and premium for the years ended June 30, 2017 and 2016 was $8,936,134 and $9,364,548, respectively.

The aggregate amount of principal due with respect to long-term debt (not including unamortized discounts, premiums, and bond issuance costs) within each of the five fiscal years subsequent to June 30, 2017 and in total thereafter is as follows:

2018 $ 6,753,666 2019 7,018,016 2020 7,333,021 2021 7,693,122 2022 8,075,799 Thereafter 195,141,063 232,014,687

Plus unamortized premium/discount 10,309,829 Less unamortization bond issuance costs (1,955,631) $ 240,368,885

16 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(6) Retirement Benefits The University has a 403(b) defined contribution retirement plan, which covers substantially all of its employees, other than those of the Jesuit Community, and which is funded through direct payments to the Teachers’ Insurance and Annuity Association and College Retirement Equities Fund and/or Fidelity Investment Tax Exempt Services Company for the purchase of individual annuities. For each eligible employee, the University generally contributes an amount equal to between 8% and 10% of the employee’s salary or base compensation and the employee contributes 2-½%. With respect to faculty and administrative members of the Jesuit Community, an equivalent between 8% and 10% of their salaries are paid directly to the Jesuit Community. Retirement contributions paid by the University and charged to unrestricted operations for the years ended June 30, 2017 and 2016 were $5,606,945 and $5,383,115, respectively.

(7) Endowment Funds In August 2008, the FASB issued Endowments of Not-For-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act and Enhanced Disclosure for all Endowment Funds. This pronouncement provides guidance on the net asset classification of donor-restricted endowment funds for a not-for-profit organization that is subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA). Connecticut adopted the Uniform Management of Institutional Funds Act effective October 1, 2007 (CUPMIFA). This pronouncement requires disclosures about an organization’s endowment funds (both donor-restricted and board-designated endowment funds), whether or not the organization is subject to UPMIFA.

The University’s endowment is an aggregation of gifts provided by donors with the requirement they be held in perpetuity to generate earnings now and in future years to support the University’s programs of instruction, research, and public service. Funds are also designated by the Board of Trustees to function as endowment. Earnings from endowment investments support scholarships, chairs, professorships, fellowships, basic research, as well as academic and public service programs. The endowment should provide stability since the principal is invested and earnings are generated year after year. Net assets associated with endowment funds, including funds designated by the Board of Trustees to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions.

To accomplish these goals, the University relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The primary investment objective of the endowment is to attain an average annual total return in excess of the spending rate (currently at 3.5% of the average fair market value of total endowment assets for the preceding twelve quarters); over the long term, defined as rolling five-year periods that should be achieved within acceptable risk levels, while avoiding large short-term declines in market value. Actual returns in any given year may vary from this amount. The University targets a diversified asset allocation that places a greater emphasis on equity-based and alternative investments to achieve its long-term objective within prudent risk constraints.

The Board of Trustees, after consideration of the factors provided in CUPMIFA, approved a policy that, absent specific donor imposed directions; University management may decide to spend a portion of or the entire spending amount on funds which are underwater. For the years ended June 30, 2017 and 2016, funds were distributed in total according to the spending formula. Although CUPMIFA permits prudent

17 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

spending from the individual underwater endowments, the Board of Trustees chose not to spend from those funds, if applicable, but to fund this spending from the University unrestricted quasi-endowment.

Assets of the endowment and quasi-endowment are pooled on a market value basis, with each individual asset subscribing to or disposing of units on the basis of the market value per unit at the end of the quarter within which the transaction takes place.

At June 30, 2017, the endowment net asset composition by type of fund consisted of the following:

Temporarily Permanently Unrestricted restricted restricted Total Donor-restricted funds $ — 58,564,452 147,421,744 205,986,196 Board-designated funds 149,320,070 — — 149,320,070 Total endowment funds $ 149,320,070 58,564,452 147,421,744 355,306,266

Changes in endowment net assets for the fiscal year ended June 30, 2017 consisted of the following:

Temporarily Permanently Unrestricted restricted restricted Total Endowment net assets at June 30, 2016 $ 136,024,347 40,964,440 139,925,057 316,913,844 Investment return: Investment income 1,242,879 1,647,537 69,848 2,960,264 Realized and unrealized gains, net 16,646,378 22,041,579 460,781 39,148,738

Total investment return 17,889,257 23,689,116 530,629 42,109,002 Contributions — — 7,077,216 7,077,216 Appropriation of endowment assets for expenditure (4,593,534) (6,089,104) — (10,682,638) Other changes: Change in value split interest agreement — — (111,158) (111,158) Endowment net assets at June 30, 2017 $ 149,320,070 58,564,452 147,421,744 355,306,266

At June 30, 2016, the endowment net asset composition by type of fund consisted of the following:

Temporarily Permanently Unrestricted restricted restricted Total Donor-restricted funds $ — 40,964,440 139,925,057 180,889,497 Board-designated funds 136,024,347 — — 136,024,347 Total endowment funds $ 136,024,347 40,964,440 139,925,057 316,913,844

18 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

Changes in endowment net assets for the fiscal year ended June 30, 2016 consisted of the following:

Temporarily Permanently Unrestricted restricted restricted Total Endowment net assets at June 30, 2015 $ 139,274,831 48,695,696 136,528,369 324,498,896 Investment return: Investment income 1,498,361 1,986,200 73,604 3,558,165 Realized and unrealized losses, net (1,899,881) (2,659,440) (110,874) (4,670,195) Total investment return (401,520) (673,240) (37,270) (1,112,030) Contributions — — 3,531,406 3,531,406 Appropriation of endowment assets for expenditure (5,324,468) (7,058,016) — (12,382,484) Other changes: Change in value split interest agreement — — (97,448) (97,448) Transfers to add board-designated endowment funds 2,475,504 — — 2,475,504 Endowment net assets at June 30, 2016 $ 136,024,347 40,964,440 139,925,057 316,913,844

(8) Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets at June 30, 2017 and 2016 were available for the following purposes:

2017 2016 Educational and general services (primarily scholarships) $ 81,408,940 60,427,630 Acquisition of buildings and equipment 49,652,714 28,297,190 Total temporarily restricted net assets $ 131,061,654 88,724,820

Permanently restricted net assets at June 30, 2017 and 2016 were available for the following purposes:

2017 2016 Purpose of restrictions: Scholarships $ 89,953,445 85,965,061 Educational and general services 57,468,299 53,959,996 Total permanently restricted net assets $ 147,421,744 139,925,057

19 (Continued) FAIRFIELD UNIVERSITY Notes to Financial Statements June 30, 2017 and 2016

(9) Student Financial Aid Student financial aid reported in the statements of activities as a reduction of tuition and fees were funded in fiscal years 2017 and 2016 from the following revenue sources:

2017 2016 Tuition and fees $ 69,938,772 62,283,310 Endowment distribution 4,138,098 4,354,070 Contributions 869,240 942,979 Government grants 348,459 571,934 Total student financial aid $ 75,294,569 68,152,293

(10) Operating Leases The University has various lease agreements, for the bookstore, printers, copiers, and other types of similar equipment, with obligations that extend through 2022. Future minimum rental payments at June 30, 2017, under agreements classified as operating leases with terms in excess of one year are as follows:

2018 $ 1,084,727 2019 968,044 2020 748,722 2021 558,056 2022 137,500 Total future minimum lease payments $ 3,497,049

(11) Commitments and Contingencies At June 30, 2017, the University had a line of credit agreement, which allows for borrowings up to $20,000,000. The agreement expires on January 23, 2019. Interest on any borrowings is at the LIBOR rate plus 0.80%. There is an unused commitment fee of 0.30% per annum. There were no borrowings during the year or outstanding at June 30, 2017 and 2016.

The University has entered into construction-related commitments of approximately $40,000,000 as of June 30, 2017.

The University is involved in various legal actions, arising in the normal course of operations. The University is of the opinion that the resolution of these matters will not have a significant effect on the financial condition of the University.

20 APPENDIX C

DEFINITIONS OF CERTAIN TERMS USED IN THE INDENTURE

The definitions of certain terms set forth below are definitions of terms used in the Indenture and Loan Agreement for the Bonds and used in this Official Statement.

“Account” or “Accounts” means, as the case may be, each or all of the accounts established in Section 5.1 of the Indenture.

“Act” means the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of Connecticut, Revision of 1958, Sections 10a-176 to 10a-198, inclusive, as amended from time to time.

“Annual Administrative Fee” means the annual fee for the general administrative expenses of the Authority in the amount of up to ten (10) basis points, paid semiannually in arrears on the Outstanding principal amount of Bonds on each June 20 and December 20 while the Bonds are Outstanding.

“Annual Debt Service” means the Long-Term Debt Service Requirement for the Fiscal Year in question.

“Assignment of Note” means the Assignment of Note, dated April __, 2018, from the Authority to the Trustee, assigning the Note securing the Bonds.

“Authority” means the State of Connecticut Health and Educational Facilities Authority, a body politic and corporate of the State of Connecticut, constituting a public instrumentality created by the Act.

“Authorized Denomination” means $5,000 or any integral multiple thereof.

“Authorized Officer” means: (i) in the case of the Authority, the Chairman, Vice Chairman, Executive Director, General Counsel, any Managing Director, any Assistant Director, or any other duly authorized officer of the Authority, and when used with reference to any act or document also means any other person authorized by Resolution of the Authority to perform such act or execute such document; (ii) in the case of the Institution, the chairman, vice chairman, president, vice president for finance, chief financial officer, or chief operating officer of the Institution and any other person or persons authorized by resolution of the Institution to perform any act or execute any document; and (iii) in the case of the Trustee, means any officer in its corporate trust administration department, and when used with reference to any act or document also means any other person authorized to perform any act or sign any document by or pursuant to a resolution of the governing body of the Trustee.

“Balloon Indebtedness” means (i) Long-Term Indebtedness, or Short-Term Indebtedness which is intended to be refinanced upon or prior to its maturity by Long-Term Indebtedness so that such Short-Term Indebtedness will be outstanding, in the aggregate, for more than one year as certified in an Officer’s Certificate, twenty-five percent (25%) or more of the initial principal amount of which matures (or is payable at the option of the holder) in any twelve-month period, if such twenty-five percent (25%) or more is not to be amortized to below twenty-five percent (25%) by mandatory redemption prior to such twelve month period; or (ii) any portion of an issue of Long-Term Indebtedness which, if treated as a separate issue of Indebtedness, would meet the test set forth in clause (i) of this definition and which Indebtedness is designated as Balloon Indebtedness in an Officer’s Certificate stating that such portion shall be deemed to constitute a separate issue of Balloon Indebtedness.

“Bond Counsel” means an attorney or firm of attorneys designated by the Authority and having a national reputation in the field of municipal finance whose opinions are generally accepted by purchasers of municipal bonds.

“Bond Index” means (i) for tax-exempt Indebtedness, the 30-year Revenue Bond Index published most recently by The Bond Buyer, or a comparable index determined by the Authority if such Revenue Bond Index is not so published; or (ii) for taxable Indebtedness, the interest rate or interest index as may be certified to the Authority and the Trustee as appropriate to the situation by a firm of nationally recognized investment bankers or a financial advisory firm experienced in such field.

“Bondowner”, “Owner” or “Holder” or any similar term, when used with reference to a Bond or Bonds, means any person who shall be the registered owner of any Bond.

“Bonds” means the Authority’s Revenue Bonds, Fairfield University Issue, Series S authorized, issued and secured pursuant to the Indenture.

“Bond Year” means a period of twelve (12) consecutive months, beginning on July 1 in any calendar year and ending on June 30 of the succeeding calendar year.

“Business Day” means any day other than (i) a Saturday or a Sunday; (ii) a day on which the New York Stock Exchange is closed; or (iii) a day on which banking institutions are authorized or required by law or executive order to be closed for commercial banking purposes in New York or Connecticut or such other state where the applicable corporate trust office of the Trustee is located.

“Capitalized Interest Account” means the account for the Bonds so designated, created and established in the Construction Fund pursuant to Section 5.1 of the Indenture.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Completion Indebtedness” means any Indebtedness incurred by the Institution for the purpose of financing the completion of constructing or equipping facilities for the construction or equipping of which some Indebtedness has theretofore been incurred in accordance with the provisions of the Loan Agreement, to the extent necessary to provide a completed and equipped facility of the type and scope contemplated at the time, and in accordance with the general plans and specifications for such facility as originally prepared with only such changes as have been made in conformity with the documents pursuant to which such Indebtedness was originally incurred, including funding debt reserves.

“Construction Account” means the account for the Bonds so designated, created and established in the Construction Fund pursuant to Section 5.1 of the Indenture.

“Construction Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Consultant” means a Person selected by the Institution which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the Institution, and which is a nationally recognized professional management consultant or accountant (which may be the Institution’s external auditing firm) in the area of higher educational finance acceptable to the Authority and having the skill and experience necessary to render the particular opinion, certificate or report required by the provisions hereof in which such requirement appears.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement between the Institution and the Trustee, as dissemination agent, dated as of April 1, 2018, relating to the Bonds, entered into in accordance with Rule 15c2-12 of the Securities Exchange Commission.

“Cost” or “Costs” means, as applied to the Project or any portion thereof financed with the proceeds of bonds issued under the provisions of the Act, as approved by the Authority, all or any part of the cost of construction and acquisition of all lands, structures, real or personal property, rights, rights-of-way, franchises, easements and interests acquired or used for the Project, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved, the cost of all machinery and equipment, financing charges, interest prior to, during and for a period after completion of such construction, cost of architectural and engineering plans, specifications, studies, surveys, and estimates of cost and of revenues, expenses necessary or incident to determining the feasibility or practicability of constructing the Project and

C-2 such other expenses as may be necessary or incident to the construction and acquisition of the Project, but shall not include such items which are customarily deemed to result in a current operating charge.

“Cost of Issuance” means all costs and expenses of the Authority incurred in connection with the authorization, issuance, sale and delivery of the Bonds including, but not limited to, legal fees and expenses, financial advisory fees, the Trustee’s acceptance fees and expenses under the Indenture and initial (including first annual) fees, paying agent fees, fiscal or escrow agent fees, printing fees and travel expenses.

“Cost of Issuance Account” means the account for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Debt Service Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Defeasance Obligations” means: (i) non-callable direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America; and (ii) any bonds or other obligations of any state of the United States of America or any political subdivision of any such state or the District of Columbia (a) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are secured as to principal and interest and redemption premium by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii), as appropriate, (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii) as appropriate, and (d) which are rated AAA by Standard & Poor’s or Aaa by Moody’s.

“Discount Indebtedness” means Indebtedness sold to the original purchaser thereof (other than any underwriter or other similar intermediary) at a discount from the par amount of such Indebtedness.

“DTC” means The Depository Trust Company, New York, New York, a New York State limited purpose trust company, subject to regulation by the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System and the New York State Banking Department, or its successors appointed under the Indenture.

“Electronic Means” means telecopy, telegraph, facsimile transmission, email, or other similar electronic means of communication, including a telephonic communication confirmed in writing or written transmission.

“Equal Employment Opportunity Laws” means Executive Order No. 11246, dated September 28, 1965, as supplemented from time to time, and all of the regulations, rules and orders promulgated thereunder, and Chapter 814c of the Connecticut General Statutes, the Human Rights and Opportunities Law, as amended from time to time, and all of the regulations, rules and orders promulgated thereunder.

“Event of Default” means, with respect to the Loan Agreement, any of the events of default set forth in Section 8.1 of the Loan Agreement, and, with respect to the Indenture, any of the events of default set forth in Section 8.1 of the Indenture.

“Fiscal Year” means the fiscal year of the Institution, currently from July 1 to June 30.

C-3 “Fitch” means Fitch, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“Fixed Assets” means the aggregate amount of the Institution’s land, buildings, improvements, equipment and construction in progress (prior to any deduction for accumulated depreciation), as identified in or derived from the Institution’s most recent audited financial statements.

“Fund” or “Funds” means, as the case may be, each or all of the funds established in Section 5.1 of the Indenture.

“Future Test Period” means the two full Fiscal Years of the Institution immediately following the computation then being made, or, if such computation is then being made in connection with the incurrence of Indebtedness for capital improvements or expenditures, the two full Fiscal Years immediately following completion of the capital improvements or expenditures then being financed.

“Guaranty” means all obligations of the Institution guaranteeing in any manner, whether directly or indirectly, any obligation of any other Person which would, if such other Person were the Institution, constitute Indebtedness under the Loan Agreement.

“Hazardous Substance Agreement” means the Hazardous Substance Certificate and Indemnification Agreement, dated as of April 1, 2018, by and between the Authority and the Institution, relating to the Bonds.

“Historic Test Period” means the most recent full Fiscal Year of the Institution.

“Income Available for Debt Service” means, with respect to the Institution, as to any period of time, the increase in unrestricted net assets from operations, including funds made available for operations from the endowment, before depreciation, amortization and interest, as determined in accordance with generally accepted accounting principles consistently applied; provided, that no determination thereof shall take into account (i) any revenue or expense of any Person which is not the Institution; (ii) any gain or loss resulting from either the extinguishment of Indebtedness or the sale, exchange or other disposition of capital assets not in the ordinary course of business; (iii) the net proceeds of insurance (other than business interruption insurance) and condemnation awards; (iv) any extraordinary gain or loss as defined and allowed under generally accepted accounting principles; or (v) unrealized gains or losses from investments (notwithstanding generally accepted accounting principles).

“Indebtedness” means (i) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services; (ii) obligations as lessee under leases which are, should be, or should have been reported as capital leases in accordance with generally accepted accounting principles; provided that operating leases on the books of the Institution on the date of the issuance of the Bonds that may be deemed capital leases under changes to generally accepted accounting principles effective after the date of issuance of the Bonds are excluded from this definition but all operating leases entered into after the date of issuance of the Bonds and subject to the changes to generally accepted accounting principles would be included in this definition; (iii) current liabilities in respect of unfunded vested benefits under any defined benefit plans of the Institution; (iv) all obligations arising under acceptance facilities; (v) all Guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment of, to supply funds to invest in any entity or the Indebtedness of any entity or otherwise to assure a creditor against loss; (vi) obligations secured by any mortgage, lien, pledge, security interest or other charge or encumbrance on property, whether or not the obligations have been assumed; and (vii) all other items or obligations which would be included in determining total liabilities on the balance sheet of an entity; provided, however, that “Indebtedness” shall not include trade payables, current salaries, current pension contributions, interest rate swap payments, insurance premiums and similar obligations incurred.

C-4 “Indenture” means the Trust Indenture between the Authority and the Trustee, dated as of April 1, 2018 relating to the Bonds, as the same may from time to time be amended or supplemented by a Supplemental Indenture or Indentures.

“Independent Insurance Consultant” means a person or firm who is not a director, trustee, employee or officer of the Institution or a director, trustee, employee or member of the Authority, appointed by an Authorized Officer of the Institution and satisfactory to the Authority, qualified to survey risks and to recommend insurance coverage for higher educational facilities and services and organizations engaged in like operations and having a favorable reputation for skill and experience in such surveys and such recommendations, licensed in the State of Connecticut and who may be a broker or agent with whom the Institution transacts business.

“Institution” means Fairfield University, a non-profit corporation duly organized and existing under the laws of the State and the principal place of business of which is presently located in Fairfield, Connecticut.

“Institution Documents” means, collectively, the Loan Agreement, the Continuing Disclosure Agreement, the Hazardous Substance Agreement, the Letter of Representation and Indemnification, the Note, and the Tax Regulatory Agreement.

“Interest Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Interest Payment Date” means January 1 and July 1 of each year, commencing July 1, 2018.

“Investment Agreement” means an agreement for the investment of moneys held by the Trustee or the Authority pursuant to the Indenture with a Qualified Financial Institution (which may include the entity acting as Trustee).

“Letter of Representation and Indemnification” means the Letter of Representation and Indemnification of the Institution to the Authority and the initial underwriters of the Bonds, dated the date of the sale of the Bonds.

“Lien” means any mortgage, pledge, leasehold interest, security interest, choate or inchoate lien, judgment lien, easement, or other encumbrance on title, including, but not limited to, any mortgage or pledge of, security interest in or lien or encumbrance on any Property of the Institution which secures any Indebtedness or any other obligation of the Institution.

“Loan Agreement” means the Loan Agreement between the Authority and the Institution, dated as of April 1, 2018 relating to the Bonds, as the same may from time to time be amended or supplemented by a Supplemental Loan Agreement or Agreements.

“Long-Term Debt Service Coverage Ratio” means the ratio for the period in question of Income Available for Debt Service to Maximum Annual Debt Service. Notwithstanding anything in the Loan Agreement to the contrary requiring a Consultant’s opinion, report or certificate, projections of the Long-Term Debt Service Coverage Ratio may be made by an Officer’s Certificate if (i) the Long-Term Debt Service Coverage Ratio for the Historic Test Period as shown by an Officer’s Certificate exceeded 1.50; and (ii) the Long-Term Debt Service Coverage Ratio for the Future Test Period is projected by an Officer’s Certificate to exceed 1.50, unless the Authority, in its sole discretion, requires that such Long-Term Debt Service Coverage Ratio calculations be made or confirmed by a Consultant’s opinion, report or certificate.

“Long-Term Debt Service Requirement” means, for any period of time, the aggregate of the scheduled payments to be made (other than from amounts irrevocably deposited with the Trustee or a lender for purposes of such payments, including but not limited to, amounts on deposit in the Capitalized Interest Account, the Interest Account, the Principal Account, and the Sinking Fund Account, which amounts shall be deducted from the Long-Term Debt Service Requirement for any period in which such amounts will actually be applied to pay such debt service) in respect of principal and interest on outstanding Long-Term Indebtedness of the Institution during such

C-5 period, also taking into account (i) with respect to Balloon Indebtedness, the provisions of Section 5.20 of the Loan Agreement; (ii) with respect to Variable Rate Indebtedness, the provisions of Section 5.21 of the Loan Agreement; (iii) with respect to Discount Indebtedness, the provisions of Section 5.22 of the Loan Agreement; and (iv) with respect to Indebtedness represented by a Guaranty, the provisions of Section 5.18 of the Loan Agreement.

“Long-Term Indebtedness” means all Indebtedness for any of the following:

(i) Payments of principal and interest with respect to money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, of longer than one year;

(ii) Payments under leases which are capitalized in accordance with generally accepted accounting principles having an original term, or renewable at the option of the lessee for a period from the date originally incurred, longer than one year; and

(iii) Payments under installment purchase contracts having an original term in excess of one year.

“Maximum Annual Debt Service” means, at the time of computation, the greatest Long-Term Debt Service Requirement for the then current or any future Fiscal Year.

“Moody’s” means Moody’s Investors Service Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“Net Proceeds” means the original principal amount of the Bonds less original issue discount and underwriters’ discount plus accrued interest to the date of original delivery (upon the issuance) of the Bonds.

“Non-Recourse Indebtedness” means any Indebtedness secured by a Permitted Encumbrance, which Indebtedness is not a general obligation of the Institution, and the liability for which Indebtedness is effectively limited to the Property subject to such Permitted Encumbrance with no recourse, directly or indirectly, to any other Property of the Institution.

“Note” means the Note of the Institution, dated April __, 2018, given to the Authority and assigned by the Authority to the Trustee pursuant to the Indenture with respect to the Bonds, in a principal amount equal to the principal amount of the Bonds, to evidence the loan to the Institution from the Authority of the proceeds of the Bonds, in substantially the form attached as Schedule A to the Loan Agreement.

“NRSRO” means a Nationally Recognized Statistical Rating Organization.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of the Institution.

“Official Statement” means the Official Statement of the Authority, containing information, data and statistics concerning the Authority, the Institution, the Bonds and other information, and the appendices thereto, including a letter from the Institution, relating to the Bonds.

“Operating Expenses” means the total operating expenses of the Institution, as determined in accordance with generally accepted accounting principles consistently applied.

“Operating Revenues” means the total operating revenues of the Institution less applicable deductions from operating revenues, as determined in accordance with generally accepted accounting principles consistently applied.

“Opinion of Bond Counsel” means an opinion in writing signed by Bond Counsel.

C-6 “Opinion of Counsel” means an opinion in writing signed by legal counsel acceptable to the Authority and who may be an employee of or counsel to the Institution.

“Outstanding” when used in reference to Bonds, means as of a particular date, all Bonds authenticated and delivered under the Indenture except: (i) any Bond canceled by the Trustee at or before such date; (ii) any Bond or portion thereof paid or deemed paid in accordance with Section 12.1 of the Indenture; and (iii) any Bond in lieu of or in substitution for which another Bond shall have been authenticated and delivered pursuant to the Indenture.

“Parity Debt” means any Indebtedness of the Institution designated by the Institution as parity debt and incurred in accordance with the provisions set forth in Section 5.17 of the Loan Agreement.

“Permitted Dispositions” means dispositions of Property permitted by Section 5.15(b) of the Loan Agreement.

“Permitted Encumbrances” means encumbrances on Property permitted by Section 5.14(b) of the Loan Agreement.

“Permitted Indebtedness” means Indebtedness of the Institution permitted by Section 5.17(b) of the Loan Agreement.

“Permitted Releases” means releases of Property or portions thereof from any security interests, liens, pledges or negative pledges of such Property securing the Bonds permitted by Section 5.16(b) of the Loan Agreement.

“Permitted Reorganizations” means any consolidation, merger or reorganization of the Institution or a transfer of all or substantially all Property of the Institution permitted by Section 5.19(b) of the Loan Agreement.

“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, any unincorporated organization, a limited liability company, a governmental body or a political subdivision, a municipality, a municipal authority or any other group or organization of individuals.

“Preliminary Official Statement” means the Preliminary Official Statement of the Authority relating to the Bonds, containing information, data and statistics concerning the Authority, the Institution and other information, and the appendices thereto, including a letter from the Institution, but without pricing, yield or maturity information on the Bonds.

“Premises” means the Premises of the Institution described in the Premises Schedule attached to the Loan Agreement and as defined in the Hazardous Substance Agreement.

“Principal Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Project” means the higher educational facilities to be acquired, constructed, renovated, equipped, installed or provided for the Institution, including necessary attendant facilities, equipment, site work and utilities thereof, financed or refinanced with proceeds of the Bonds as set forth on the Project Schedule attached to the Loan Agreement.

“Property” means any and all assets of the Institution, any land, leasehold interests, buildings, machinery, equipment, hardware, and inventory of the Institution wherever located and whether now owned or hereafter acquired, any and all rights, titles and interests in and to any and all fixtures and property whether real or personal, tangible or intangible and wherever situated and whether now owned or hereafter acquired and shall include all current assets, funds, endowments, revenues, receipts or other moneys, or right to receive any of the same, including, without limitation, accounts, accounts receivable, the Premises, the Project, contract rights and general intangibles, and all proceeds of all of the foregoing.

C-7 “Purchase Contract” means the Purchase Contract with respect to the Bonds by and between the Authority and the initial underwriters of the Bonds.

“Qualified Financial Institution” means a financial institution that is a domestic corporation, a bank, a trust company, a national banking association, a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or any successor provisions of law, a federal branch pursuant to the International Banking Act of 1978 or any successor provisions of law, a foreign bank acting through a domestic branch or agency which branch or agency is duly licensed or authorized to do business under the laws of any state or territory of the United States of America, a savings bank, a savings and loan association, or an insurance company or association chartered or organized under the laws of any state of the United States of America; provided that for each such entity its unsecured or uncollateralized long-term debt obligations, or obligations secured or supported by a letter of credit, contract, guarantee, agreement or surety bond issued by any such organization, directly or by virtue of a guarantee of a corporate parent thereof, have been assigned a long-term credit rating by any two Nationally Recognized Statistical Rating Organizations (“NRSROs”) which is not lower than the two highest ratings then assigned (i.e., at the time an Investment Agreement or Repurchase Agreement is entered into) by such rating service without qualification by symbols “+” or “-“ or a numerical notation.

“Qualified Investments” means the obligations described below:

A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by the United States of America.

B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies, provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself); mortgage pass-through securities, mortgage-backed securities pools, collateralized mortgage obligations and all mortgage derivative securities trusts shall not constitute Qualified Investments:

(1) Direct obligations of or fully guaranteed certificates of beneficial ownership of the Export Import Bank of the United States,

(2) Federal Financing Bank,

(3) Participation certificates of the General Services Administration,

(4) Guaranteed mortgage-backed bonds and guaranteed pass-through obligations of the Government National Mortgage Association, and

(5) Project Notes, Local Housing Authority Bonds, New Communities Debentures and U.S. public housing notes and bonds fully guaranteed by the U.S. Department of Housing and Urban Development.

C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies, provided such agency is rated “AA” at the time of purchase by at least two of the NRSROs (stripped securities are only permitted if they have been stripped by the agency itself):

(1) Federal Home Loan Bank System senior debt obligations,

(2) Participation Certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation,

(3) Mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association, and

C-8 (4) Consolidated system wide bonds and notes of the Farm Credit System Corporation.

D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating of “AAA” or equivalent by at least two of the NRSROs.

E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above, issued by commercial banks, savings and loan associations or mutual savings banks where the collateral is held by a third party and the Trustee or the Authority has a perfected first security interest in the collateral.

F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by the FDIC.

G. Unsecured Investment Agreements (subject to approval of the Authority) of any Investment Agreement with a term in excess of thirty (30) days); any Investment Agreement with a term greater than three (3) years must be with an issuer rated “AA” by at least two of the NRSROs unless a lower rating is consented to by the Authority and the Institution.

In the event the counterparty is downgraded below either “AA-“ or “Aa3” by Standard & Poor’s or Moody’s, respectively, or equivalent by an NRSRO:

i. The agreement will be transferred to an acceptable institution that meets the ratings requirement described above, or

ii. Collateral consisting of securities outlined in (A) or (B) above shall be posted that has a value equal to at least 102% of the principal plus accrued interest, or collateral consisting of securities outlined in (C) above shall be posted that has a value equal to at least 103% of the principal plus accrued interest, or

iii. The agreement must be converted into a Repurchase Agreement (See clause L below), or

iv. The agreement shall terminate at par plus accrued interest within ten (10) business days should (i), (ii) or (iii) above not be accomplished.

H. Collateralized Investment Agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) the same collateral requirements as outlined in (G)(ii) are followed and (ii) if the provider is downgraded below “A-” and “A3”, or equivalent by at least two NRSROs, the agreement shall terminate at par plus accrued interest.

I. Commercial paper rated “Prime-1” by Moody’s and “A-1+” by Standard & Poor’s, or equivalent by at least two NRSROs and which matures no more than 270 days from the date of purchase and subject to the following limitations:

a. Only United States issuers of corporate (issued to provide working capital funding) commercial paper including United States issuers with a foreign parent; and

b. Limited-purpose trusts, structured investment vehicles, asset-backed commercial paper conduits, and any other type of specialty finance company, whose purpose is generally limited to acquiring and funding a defined pool of assets that are used to repay obligations, shall not constitute Qualified Investments.

C-9 J. Bonds or notes issued by any state or municipality which are rated by any two NRSROs in one of the two highest long-term rating categories assigned by such NRSROs (without qualification by symbols “+” or “-“ or a numerical notation).

K. Federal funds or bankers’ acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” by Moody’s and “A-1” by Standard & Poor’s, or equivalent by at least two NRSROs.

L. Repurchase Agreements, as defined herein.

M. Forward delivery agreements with providers rated at least “A-” and “A3” by Standard & Poor’s and Moody’s, respectively, or equivalent by at least two NRSROs, provided that (i) permitted deliverables are limited to securities described in (A), (B) and (C) above and (ii) if the provider is downgraded below “A-” or “A3”, or equivalent by an NRSRO, the agreement shall terminate at par plus accrued interest.

N. Any state administered pool investment fund in which the Authority is statutorily permitted or required to invest, rated “AA” or equivalent by one of the NRSROs.

“Rebate Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Rebate Requirement” means the amount of moneys required to be rebated to the United States Department of the Treasury, the method of calculation of which is described in the Tax Regulatory Agreement.

“Record Date” means the fifteenth day of each June and December.

“Redemption Fund” means the fund for the Bonds so designated, created and established pursuant to Section 5.1 of the Indenture.

“Redemption Price”, when used with respect to a Bond, means the principal amount of such Bond plus the applicable premium, if any, payable upon redemption thereof pursuant to the Indenture or any Supplemental Indenture.

“Refunded Bonds” means the Authority’s Revenue Bonds, Fairfield University Issue, Series M, dated April 10, 2008 and the Authority’s Revenue Bonds, Fairfield University Issue, Series N, dated August 21, 2008, which are to be refinanced and refunded with the proceeds of the Bonds pursuant to the provisions of the Refunding Escrow Deposit Agreement.

“Refunding Escrow Deposit Agent” means U.S. Bank National Association, holding such office under the Refunding Escrow Deposit Agreement, as trustee for the Refunded Bonds.

“Refunding Escrow Deposit Agreement” means the Refunding Escrow Deposit Agreement, dated as of April __, 2018, by and between the Authority and the Refunding Escrow Deposit Agent and relating to the Refunded Bonds.

“Refunding Escrow Deposit Fund” means the Refunding Escrow Deposit Fund established pursuant to the Refunding Escrow Deposit Agreement.

“Repurchase Agreement” means, unless otherwise consented to by the Authority, a written repurchase agreement entered into with a Qualified Financial Institution, a bank acting as a primary dealer or a securities dealer approved by the Authority which is listed by the Federal Reserve Bank of New York as a Primary Dealer and rated “AA” or “Aa2” or better by at least two of the NRSROs (unless a lower rating is consented to by the Authority), under which securities are transferred from a dealer bank or securities firm for cash with an agreement that the dealer bank or securities firm will repay the cash plus a yield in exchange for the securities on a specified date and under which (i) the Authority is the real party in interest and has the right to proceed against the obligor on the

C-10 underlying obligations which must be obligations of, or guaranteed by, the United States of America; (ii) the term of which shall not exceed one hundred eighty (180) days, unless the Authority shall consent to a longer period; (iii) the collateral must be delivered to the Authority, the Trustee (if the Trustee is not supplying the collateral) or a third party acting as agent for the Trustee (if the Trustee is supplying the collateral) prior to or simultaneous with investment of moneys therein and such party shall have a perfected security interest in such collateral; and (iv) such collateral is held free and clear of any lien by the Trustee or an independent third party acceptable by the Authority, acting solely as agent for the Trustee; and (v) the collateral shall be valued weekly, marked to market at current market prices plus accrued interest; provided that at all times the value of the collateral must equal the amount invested in the Repurchase Agreement. If the value of such collateral is less than the amount specified, the Qualified Financial Institution or Primary Dealer must invest additional cash or securities such that the collateral value of the amount invested thereafter at least equals as follows: (a) if collateralized by securities described in clause (A) or (B) of the definition of Qualified Investments, at least 102%, or (b) if collateralized by securities described in clause (C) of the definition of Qualified Investments, at least 103%.

“Resolution of the Authority” means a resolution duly adopted by the Authority.

“Revenues” means all amounts paid or payable to the Authority or to the Trustee for the account of the Authority (excluding fees and expenses payable to the Authority and the Trustee and the rights to indemnification of the Authority and the Trustee) under and pursuant to the Loan Agreement and the Note and as may be further described in a Supplemental Loan Agreement or a Supplemental Indenture.

“Short-Term Indebtedness” means all Indebtedness for any of the following:

(iii) Payments under installment purchase contracts having an original term of one year or less.

“Sinking Fund Account” means the account for the Bonds so designated, created and established in the Debt Service Fund pursuant to Section 5.1 of the Indenture.

“Sinking Fund Installment” means the amount of money sufficient to redeem Bonds at the principal amount thereof in the amounts, at the times and in the manner set forth in the Indenture.

“Standard & Poor’s” means S&P Global Ratings, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority, by notice to the Trustee.

“State” means the State of Connecticut.

“Subordinated Indebtedness” means all obligations incurred or assumed by the Institution, the payment of which is by its terms specifically subordinated to all payments due under the Loan Agreement and to payments on the Note, or the principal of and interest on which would not be paid (whether by the terms of such obligation or by agreement of the obligee) when any payments due under the Loan Agreement or the Note are in default or while bankruptcy, insolvency, receivership or other similar proceedings are instituted and implemented.

“Supplemental Indenture” means any indenture of the Authority modifying, altering, amending, supplementing or confirming the Indenture for any purpose, in accordance with the terms thereof.

C-11 “Supplemental Loan Agreement” means any agreement between the Authority and the Institution amending or supplementing the Loan Agreement in accordance with the terms of the Indenture.

“Tax Regulatory Agreement” means the Tax Regulatory Agreement, by and between the Authority and the Institution, including all appendices, certificates and attachments thereto, executed on the date of issuance and delivery of the Bonds, as it may be amended from time to time.

“Transaction Test” means the Authority and the Trustee shall have received any one of the following:

(i) a Consultant’s opinion, report or certificate demonstrating that the Long-Term Debt Service Coverage Ratio for the Future Test Period is projected to be not less than 1.35;

(ii) an Officer’s Certificate demonstrating that the Long-Term Debt Service Coverage Ratio for the Historic Test Period, assuming that the proposed transaction occurred at the beginning of the Historic Test Period and as such the proposed Long-Term Indebtedness, if any, is added to the then current aggregate outstanding principal amount of all Long-Term Indebtedness, is projected to be not less than 1.35; or

(iii) (a) an Officer’s Certificate demonstrating that the Long-Term Debt Service Coverage Ratio for the Historic Test Period is not less than 1.35; and (b) a Consultant’s opinion, report or certificate demonstrating that the Long-Term Debt Service Coverage Ratio for the Future Test Period is projected to be not less than 1.25.

Notwithstanding anything in the Loan Agreement to the contrary requiring a Consultant’s opinion, report or certificate, projections of the Long-Term Debt Service Coverage Ratio may be made by an Officer’s Certificate if (i) the Long-Term Debt Service Coverage Ratio for the Historic Test Period as shown by an Officer’s Certificate exceeded 1.50; and (ii) the Long-Term Debt Service Coverage Ratio for the Future Test Period is projected by an Officer’s Certificate to exceed 1.50, unless the Authority, in its sole discretion, requires that such Long-Term Debt Service Coverage Ratio calculations be made or confirmed by a Consultant’s opinion, report or certificate.

“Trustee” means U.S. Bank National Association and its successor or successors and any other entity which may at any time be substituted in its place pursuant to the Indenture.

“Upfront Fee” means the fee of $5,000 payable by the Institution to the Authority, upon the application for the issuance of the Bonds.

“Variable Rate Indebtedness” means Indebtedness that bears interest at a variable, adjustable, convertible or floating rate.

C-12 APPENDIX D

EXCERPTS FROM THE TRUST INDENTURE

The following are the excerpts of certain provisions of the Trust Indenture and should not be regarded as full statements of the Trust Indenture. Reference is made to the Trust Indenture in its entirety for a complete statement of the provisions thereof, copies of which are on file with the Trustee.

PROVISIONS OF GENERAL APPLICATION

SECTION 1.2. INDENTURE, ANY SUPPLEMENTAL INDENTURE AND BONDS CONSTITUTE A CONTRACT. In consideration of the purchase and acceptance of any and all of the Bonds secured and issued under this Indenture: (i) this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners from time to time of such Bonds; (ii) the pledge made herein and the covenants and agreements set forth to be performed by or on behalf of the Authority shall be for the equal and ratable benefit, protection and security of the Owners from time to time of any and all Bonds all of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority or distinction of any of such Bonds over any other thereof except as expressly provided in or permitted hereby or by the applicable Supplemental Indenture, if any; (iii) the Authority does hereby pledge and assign to the Trustee, for the benefit of the Owners of the Bonds, the trust estate, the Revenues and all moneys and securities from time to time held by the Trustee and the Authority in any of the funds and accounts established under the terms of this Indenture (other than the Rebate Fund), and all income and receipts earned thereon, subject to the terms and provisions of this Indenture; (iv) the pledge made hereby shall be valid and binding from the time when the pledge is made and the Revenues and all income and receipts earned on funds held by the Trustee and the Authority hereunder (other than the Rebate Fund) and any further pledge of property under the applicable Supplemental Indenture, if any, shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Authority irrespective of whether such parties have notice thereof; and (v) the Bonds shall be special obligations of the Authority payable solely from and secured by a pledge of Revenues and certain moneys and funds as provided hereby and by the applicable Supplemental Indenture, if any.

PARTICULARS FOR ALL BONDS

SECTION 3.2. MEDIUM OF PAYMENT OF BONDS. The Bonds shall be payable as to principal and Redemption Price, if any, and interest thereon in lawful money of the United States of America. Payment of the interest on the Bonds shall be made to the person appearing on the registration books of the Authority provided for herein as the Bondowner thereof on the Record Date, by wire or by check or draft mailed by the Trustee to the Bondowner at his address as shown on such registration books of the Authority, kept by the Trustee unless an alternate method of payment is agreed to by the Trustee and the Bondowner, subject to the approval of the Authority, which approval shall not be unreasonably withheld. The principal or Redemption Price of Bonds shall be paid to the Bondowner upon presentation and surrender of the Bonds at the designated corporate trust office of the Trustee or in the manner provided in any Supplemental Indenture.

SECTION 3.5. REGISTRATION AND TRANSFER OF BONDS. The Bonds shall be registered as to both principal and interest.

The Authority shall cause to be prepared books for registration of the Bonds, which registration books shall be kept by the Trustee which is hereby designated as the registrar for the purpose of registering the Bonds. The Trustee shall also act as transfer agent for the Bonds.

So long as any of the Bonds shall remain Outstanding, the Trustee shall maintain and keep, at its designated corporate trust office, books for the registration and transfer of such Bonds; and, upon presentation thereof for such purpose at such office, the Trustee shall register or cause to be registered, and permit to be transferred, under such reasonable regulations as the Trustee may prescribe, any Bond entitled to registration or transfer. So long as any of the Bonds remain Outstanding, the Trustee shall make all necessary provisions to permit the exchange of such Bonds at its designated corporate trust office. Each Bond shall be transferable only upon the books of the Authority which shall be kept for that purpose at the designated corporate trust office of the Trustee, at the written request of the Bondowner thereof or his attorney duly authorized in writing, upon surrender thereof at such office, together with a written instrument of transfer satisfactory to the Trustee and such other documents as shall be reasonably required by the Trustee duly executed by the Bondowner or his duly authorized attorney. Upon the transfer of any such Bond or Bonds, the Trustee shall issue in the name of the transferee, in Authorized Denominations, a new Bond or Bonds, of the same aggregate principal amount, maturity and interest rate as the surrendered Bond or Bonds.

The Authority and the Trustee may deem and treat the Bondowner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and interest on such Bond and for all other purposes, and all such payments so made to any such owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Authority nor the Trustee shall be affected by any notice to the contrary.

In all cases in which the privilege of exchanging or transferring is exercised, the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the Trustee. For every such exchange or transfer of Bonds, whether temporary or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Trustee shall not be obliged to make any such exchange or transfer of Bonds, during the period from each Record Date to the following Interest Payment Date or, in the case of a proposed redemption of Bonds if such Bonds are eligible to be selected or have been selected for redemption, during the forty-five (45) days next preceding the date fixed for such redemption.

SECTION 3.6. BONDS MUTILATED, DESTROYED, LOST OR STOLEN. In case any Bond shall become mutilated or be destroyed, lost or stolen, upon request, the Trustee shall authenticate and deliver a new Bond in exchange for the mutilated Bond or in lieu of and substitution for the Bond so destroyed, lost or stolen. In every case of exchange or substitution, the applicant shall furnish to the Authority and to the Trustee such security or indemnity as may be required by them to save each of them harmless from all risks, however remote, and the applicant shall also furnish to the Authority and to the Trustee evidence to their satisfaction of the mutilation, destruction, loss or theft of the applicant’s Bond and of the ownership thereof. The Trustee may authenticate any Bond issued upon such exchange or substitution and deliver the same upon the written request or authorization of an Authorized Officer of the Authority. Upon the issuance of any Bond upon such exchange or substitution, the Authority and the Trustee may require the payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto and any other expenses, including counsel fees and expenses, of the Authority or the Trustee. In case any Bond which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Authority may, instead of issuing a Bond in exchange or substitution therefor, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Bond) if the applicant for such payment shall furnish to the Authority and the Trustee such security or indemnity as they may require to save them harmless, and evidence to the satisfaction of the Authority and the Trustee of the mutilation, destruction, loss or theft of such Bond and of the ownership thereof.

Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond which is destroyed, lost or stolen shall constitute a contractual obligation of the Authority, whether or not the destroyed, lost or stolen Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Bonds duly issued under this Indenture. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all rights or remedies, notwithstanding any law or statute (to the extent permitted under such law or statute) existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

D-2 REDEMPTION OF BONDS

SECTION 4.3. PAYMENT OF REDEEMED BONDS. Notice having been given in the manner provided in Section 4.2 hereof and the conditions for such redemption having been met, the Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated at the Redemption Price, plus accrued interest to the redemption date, and upon presentation and surrender thereof at the office specified in such notice, such Bonds (or portions thereof) shall be paid at the Redemption Price, plus accrued interest to the redemption date; provided, however, that Bonds containing or having endorsed thereon a legend in accordance with Section 2.8(c) of this Indenture need not be presented or surrendered in the manner described in this Section. If, on the redemption date, moneys for the redemption of all Bonds (or portions thereof) to be redeemed, together with interest to the redemption date, shall be held by the Trustee so as to be available therefor on such date, and after notice of redemption shall have been given as aforesaid, then, from and after the redemption date, the Bonds (or portions thereof) so called for redemption shall cease to bear interest and such Bonds (or portions thereof) shall no longer be considered as Outstanding hereunder. If such moneys shall not be so available on the redemption date, such Bonds (or portions thereof) shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption and, in the case of optional redemption, the Bonds shall continue to be due on their original maturity dates as if the Bonds had not been called for redemption.

BOND PROCEEDS, FUNDS, ACCOUNTS, REVENUES AND APPLICATION AND DISBURSEMENT THEREOF

SECTION 5.4. DEPOSIT OF REVENUES AND ALLOCATION THEREOF. The Revenues received pursuant to the Loan Agreement and any other moneys required by any of the provisions of this Indenture to be paid or transferred to the Trustee shall be promptly paid or transferred to the Trustee.

Notwithstanding any other provisions of this Indenture, moneys received by the Trustee as an optional prepayment pursuant to Section 2.4 of the Loan Agreement shall be deposited in the Redemption Fund if the Bonds are then subject to redemption, or otherwise in the Debt Service Fund for payment of the next due principal of or interest on the Bonds.

Subject to the prior paragraph of this Section, moneys paid or transferred to the Trustee shall on or before the next Business Day after receipt thereof be applied as follows and in the following order of priority:

FIRST: To the Interest Account, the amount equal to all of the interest becoming due on the Outstanding Bonds on the next Interest Payment Date of the Bonds after taking into account available funds, if any, on deposit in the Capitalized Interest Account of the Construction Fund which are scheduled to be transferred to the Trustee pursuant to Section 5.3(e) hereof prior to such Interest Payment Date;

SECOND: To the Principal Account, the amount equal to one-half (1/2) of the principal amount becoming due on the Bonds on the next succeeding principal payment date, after taking into account any amounts on deposit therein available for the payment thereof;

THIRD: To the Sinking Fund Account, the amount equal to one-half (1/2) of the next succeeding Sinking Fund Installment applicable to the Bonds, after taking into account any amounts on deposit therein available for the payment thereof;

FOURTH: To the Rebate Fund to the extent required, amounts necessary in any year so as to meet the Rebate Requirement of the Rebate Fund, as directed in writing by the Authority to the Trustee; and

FIFTH: To the Authority, unless otherwise paid, such amounts as are payable to the Authority for: (i) any expenditure of the Authority for insurance, fees and expenses of auditing, and fees and expenses of the Trustee, all as required by this Indenture and not otherwise paid or caused to be paid or provided for by the Institution; (ii) all other expenditures reasonably and necessarily incurred by the Authority in connection with the loan to the Institution and the issuance of the Bonds, including penalties for late payments and all expenses incurred by the Authority to compel full and punctual performance of all the provisions of the Loan Agreement in accordance with the terms thereof; (iii) the Annual Administrative Fee; and (iv) any other

D-3 amounts due and payable by the Institution to the Authority pursuant to the Loan Agreement - but only upon receipt by the Trustee from the Authority of a certificate signed by an Authorized Officer of the Authority, stating in reasonable detail the amounts payable to the Authority pursuant to this paragraph FIFTH.

After making the payments required by clauses FIRST, SECOND, THIRD, FOURTH and FIFTH above, any balance remaining shall be paid, as the Authority may direct in writing, to the Debt Service Fund and credited against the next due payment of debt service from the Institution (provided the amount in the Debt Service Fund may not exceed the amount of debt service due on the Bonds during the next twelve months) or to the Redemption Fund and applied by the Trustee to the purchase or redemption of Bonds.

In lieu of redeeming Bonds through Sinking Fund Installments as provided in clause THIRD of the second paragraph of this Section 5.4 and Section 2.6 hereof, the Authority may elect to do either of the following:

(A) The Authority may direct the Trustee in writing or by Electronic Means to apply moneys from time to time on deposit in the Sinking Fund Account to the purchase of an equal principal amount of Bonds (of the maturity and in amounts then subject to redemption through Sinking Fund Installments) at prices not higher than the principal amount to be redeemed plus accrued interest, provided that firm commitments to sell Bonds are received at least five (5) Business Days before the notice of redemption would otherwise be required to be given; provided further, that in the event of purchases at purchase prices less than the principal amount to be redeemed plus accrued interest, the difference between the amount in the Sinking Fund Account representing the principal amount of the Bonds purchased and the purchase price (exclusive of accrued interest) shall be deposited in the Debt Service Fund for application pursuant to the clauses SECOND or THIRD of the second paragraph above as directed by the Authority; provided further, that prior to any such purchase, the Authority shall give written directions to the Trustee to purchase such Bonds; or

(B) The Authority (upon request therefor from the Institution or as the Authority shall so determine) may deliver to the Trustee for cancellation Bonds of the maturity then subject to redemption by Sinking Fund Installments at least five (5) Business Days before the notice of redemption would otherwise be required to be given, in which event to the extent of the principal amount of Bonds so surrendered (i) no deposit from the Authority into the Sinking Fund Account need be made and (ii) no such redemption from Sinking Fund Installments shall occur.

So long as beneficial ownership interests in the Bonds are held through the book-entry-system, any purchase or delivery of such Bonds as set forth in such clauses (A) and (B) above shall be deemed to have occurred upon the purchase or delivery of beneficial ownership interests in such Bonds made pursuant to the provisions hereof.

SECTION 5.5. APPLICATION OF MONEYS IN THE DEBT SERVICE FUND. The Trustee shall transfer moneys out of the Interest Account on each Interest Payment Date for the payment of interest then due on the Bonds. The Trustee shall pay out of such Interest Account any amounts required for the payment of accrued interest upon any redemption or purchase of the Bonds.

The Trustee shall transfer moneys out of the Principal Account or the Sinking Fund Account on each principal maturity date or Sinking Fund Installment date for the payment of the principal amount of the Bonds or Sinking Fund Installment then due. The Trustee shall pay out of the Sinking Fund Account any amounts directed by the Authority for the purchase of Bonds pursuant to Section 5.4 hereof.

SECTION 5.7. APPLICATION OF MONEYS IN THE REDEMPTION FUND.

(a) Moneys in the Redemption Fund derived from optional prepayment of the loan pursuant to Section 2.4 of the Loan Agreement shall, at the written direction of the Authority, at the direction of the Institution, be applied to payment of the Redemption Price of Bonds, plus accrued interest, if any, thereon to the date set for redemption, in accordance with Section 2.5 hereof.

(b) Moneys in the Redemption Fund derived from insurance or condemnation proceeds pursuant to Section 4.2 of the Loan Agreement or from transfers from the Construction Fund pursuant to Section 5.3

D-4 hereof shall be applied to payment of the Redemption Price of Bonds, plus accrued interest, if any, thereon to the date set for redemption, in accordance with Section 2.7 hereof.

(c) Subject to the provisions of paragraphs (a) and (b) hereof, moneys in the Redemption Fund may be applied to the purchase of Bonds at purchase prices not exceeding the Redemption Price applicable to the Bonds to be purchased plus accrued interest due, in such manner as the Authority may direct. Bonds so purchased shall be cancelled by the Trustee.

(d) Moneys in the Redemption Fund may be applied to the purchase of Bonds in lieu of redemption in accordance with Section 2.5 hereof.

(e) Any excess moneys on deposit in the Redemption Fund and not needed to pay the Redemption Price of Bonds called for redemption shall be paid to the Institution or deposited to the Principal Account of the Debt Service Fund, the Interest Account of the Debt Service Fund, or the Sinking Fund Account of the Debt Service Fund, or applied to the optional redemption of Bonds in accordance with Section 2.5 hereof, as the Authority shall direct in writing.

SECTION 5.9. INVESTMENT OF MONEYS. Any moneys held in any of the funds or accounts established hereunder shall be invested by the Trustee, as directed by the Authority in a written order signed by an Authorized Officer thereof, or by the Authority, but only as follows:

(a) Moneys in the Debt Service Fund only in Qualified Investments, except those listed in items C, I, K, M and N of the definition thereof, maturing in such amounts and on such dates as may be necessary to provide moneys to meet the payments from such Fund;

(b) Moneys in the Redemption Fund only in Qualified Investments, except those listed in items C, I, K, M and N of the definition thereof, maturing or redeemable at the option of the owner not later than the next succeeding date on which the Bonds are subject to redemption;

(c) Notwithstanding anything to the contrary in this Indenture, moneys in the Rebate Fund only in Qualified Investments listed in items A, D, E, F and L of the definition thereof maturing or redeemable at the option of the owner not later than the date the next payment of rebate is due and only in accordance with the Tax Regulatory Agreement; and

(d) Subject to the provisions of the Act, any moneys held by the Authority in the Construction Fund may be invested by an Authorized Officer of the Authority only in Qualified Investments.

Notwithstanding any other provisions of this Indenture concerning the requirement that all investment instructions shall be given to the Trustee or any depository by the Authority, in the event that the Trustee has not received instructions from the Authority to invest any moneys remaining in any Fund or Account hereunder, the Trustee or any such depository shall daily deposit such moneys in Qualified Investments listed in item D of the definition thereof.

The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account.

Any securities or investments held by the Trustee shall be transferred by the Trustee, if requested in writing by an Authorized Officer of the Authority, from any of the funds or accounts mentioned in this Section to any other of the funds or accounts mentioned in this Section at the then current market value thereof without having to be sold and purchased or repurchased; provided, however, that after any such transfer or transfers the investments in each such fund or account shall be in accordance with the provisions as stated in this Section.

D-5 Unless otherwise directed by the Authority, interest earned, profits realized and losses suffered by reason of any investment shall be credited or charged, as the case may be, to the Fund or Account for which such investment shall have been made.

Notwithstanding the foregoing, the Authority reserves the right to direct the transfer of arbitrage interest earned on Bond proceeds to the Rebate Fund, which amounts shall be applied in accordance with Section 5.8 hereof.

The Trustee and the Authority may sell or redeem any obligations in which moneys shall have been invested, to the extent necessary to provide cash in the respective funds or accounts, to make any payments required to be made therefrom, or to facilitate the transfers of moneys, securities or investments between various funds and accounts as may be required or permitted from time to time pursuant to the provisions of this Article.

In computing the value of the assets in any fund or account hereunder, the Trustee and the Authority, if required hereunder to value any fund or account under its control, shall value such assets at the current market value thereof. In computing such value, accrued interest on any investment shall be deemed a part thereof.

Neither the Trustee nor the Authority shall be liable for any depreciation in the value of any obligations in which moneys of the funds or accounts shall be invested, as aforesaid, or for any loss arising from any investment permitted hereunder.

SECTION 5.11. APPLICATION OF MONEYS IN CERTAIN FUNDS FOR RETIREMENT OF BONDS. Notwithstanding any other provisions of this Indenture and any Supplemental Indenture, if at any time the amounts held in the Debt Service Fund and the Redemption Fund are sufficient to pay the principal or Redemption Price of all Outstanding Bonds and the interest accruing on such Bonds to the next date when all such Bonds are redeemable, the Trustee shall so notify the Authority and the Institution. Upon receipt of such notice, the Authority may request the Trustee to redeem all such Outstanding Bonds. The Trustee shall, upon receipt of such request in writing by the Authority, proceed to redeem all such Outstanding Bonds in the manner provided for redemption of such Bonds by this Indenture and any Supplemental Indenture, and in such event all provisions of Section 12.1 hereof shall be operative.

PARTICULAR COVENANTS

SECTION 6.1. PAYMENT OF PRINCIPAL AND INTEREST. The Authority shall pay or cause to be paid the principal or Redemption Price of and interest on every Bond on the date and at the places and in the manner mentioned in such Bonds according to the true intent and meaning thereof solely from the sources provided herein, and to the extent moneys are available from Revenues.

SECTION 6.2. REVENUES. The Authority covenants that the Loan Agreement shall provide that the Institution shall pay amounts sufficient to provide Revenues sufficient at all times: (i) to pay the principal of and interest on the Bonds as the same respectively become due and payable by redemption or otherwise; and (ii) to pay the expenditures of the Authority and the Trustee incurred in relation to this Indenture.

SECTION 6.3. ACCOUNTS. The Authority shall keep proper books of records and accounts in which complete and correct entries shall be made of its transactions relating to the Institution’s facilities and this Indenture, which books and accounts, at reasonable hours and subject to the reasonable rules and regulations of the Authority, shall be subject to the inspection of the Trustee, the Institution or of any owner of a Bond or of the owner’s representative duly authorized in writing.

SECTION 6.4. INDEBTEDNESS AND LIENS. (a) The Authority, so long as any Bonds shall be Outstanding, shall not issue any bonds, notes or other evidence of indebtedness, other than Bonds issued in accordance with the provisions of Article III hereof, secured on a parity with the Bonds by any pledge of or other lien or charge on the Revenues or other moneys, securities or funds paid or to be paid to or held or set aside or to be held or set aside by the Authority or the Trustee under this Indenture and any Supplemental Indenture. The Authority shall not create or cause to be created any lien or charge on the Revenues or such moneys or securities or funds, other than the lien

D-6 and pledge on the Revenues or such moneys, securities or funds created or permitted by this Indenture and any Supplemental Indenture. Notwithstanding the foregoing and subject to compliance by the Institution with the provisions of the Loan Agreement relating to the incurrence of Indebtedness, the Authority may issue other bonds, notes and other evidences of indebtedness on behalf of the Institution pursuant to one or more trust indentures, other than this Indenture, which are on a parity with or subordinate to the Bonds and any other indebtedness of the Authority issued on behalf of the Institution on a parity or subordinate basis therewith.

(b) The Authority and the Trustee acknowledge that the Institution may incur Indebtedness which Indebtedness may constitute Parity Debt, upon satisfaction of the conditions precedent set forth in Section 5.17 of the Loan Agreement.

SECTION 6.5. THE LOAN AGREEMENT; AMENDMENT AND EXECUTION. The Loan Agreement and any supplements or modifications thereto shall be executed in at least three counterparts. An executed counterpart shall be filed in the office of the Authority and in the office of the Trustee, and an executed counterpart delivered to the Institution. The Loan Agreement may be amended or supplemented without Bondowner consent, provided such amendment or supplement does not cause the Authority to violate any of its covenants and agreements under this Indenture. The Authority agrees not to enter into any amendment or supplement to the Loan Agreement, which amendment or supplement would materially prejudice the rights and interests of the Owners of the Bonds, without the consent of the Owners, obtained as provided in Section 11.2 hereof, of at least a majority in aggregate principal amount of all Outstanding Bonds affected thereby; provided, however, that no such amendment or supplement which would change the amount or time as to which loan payments are required to be paid under the Loan Agreement shall be entered into without the consent of the Owners of all of the then Outstanding Bonds who would be affected by such amendment. Notwithstanding the foregoing, the Authority reserves the right to waive or amend any provision of the Loan Agreement provided such waiver or amendment does not cause the Authority to violate any of its covenants or agreements under this Indenture. The Authority covenants not to enter into any amendment or modification of the Loan Agreement without filing an executed copy thereof with the Trustee. The Authority covenants for the benefit of the Bondowners not to void the Loan Agreement or any other Institution Document pursuant to the provisions of Connecticut Public Act No. 07-1.

SECTION 6.6. TAX COVENANTS. (a) The Authority covenants to comply with the Tax Regulatory Agreement.

(b) The Authority covenants that it shall not knowingly make nor direct the Trustee to make any investment or other use of the proceeds of the Bonds issued hereunder that would cause such Bonds to be “arbitrage bonds” as that term is defined in Section 148(a) of the Code. The Trustee covenants that in those instances after the occurrence of an Event of Default where it exercises discretion over the investment of funds, it shall not knowingly make any investment inconsistent with the foregoing covenants.

(c) The Authority covenants that it (i) will take, or use its best efforts to require to be taken, all actions that may be required of the Authority for the interest on the Bonds to be and remain not included in gross income for federal income tax purposes and (ii) will not take or authorize to be taken any actions within its control that would adversely affect such status under the provisions of the Code.

CONCERNING THE TRUSTEE

SECTION 7.8. RESIGNATION OF TRUSTEE. The Trustee, or any successor thereof, may at any time resign and be discharged of its duties and obligations hereunder by giving not less than thirty (30) days’ written notice to the Authority, the Institution and the Bondowners, specifying the date when such resignation shall take effect, provided such resignation shall not take effect until a successor shall have been appointed by the Authority or a court of competent jurisdiction as provided in Section 7.10 and shall have accepted such appointment.

SECTION 7.9. REMOVAL OF TRUSTEE. The Trustee, or any successor thereof, may be removed with or without cause at any time by the Authority, if no Event of Default under this Indenture shall have occurred and be continuing, or upon an Event of Default under this Indenture by the owners of a majority in principal amount of Outstanding Bonds, excluding any Bonds held by or for the account of the Authority, by an instrument or concurrent instruments in writing signed and acknowledged by such Bondowners or by their attorneys-in-fact duly authorized

D-7 and delivered to the Authority, provided that such removal shall not take effect until a successor is appointed. Such removal shall take effect upon the date a successor shall have been appointed by the Authority or a court of competent jurisdiction as provided in Section 7.10 and shall have accepted such appointment. Copies of each instrument providing for any such removal shall be delivered by the Authority to the Institution and the Trustee and any successor thereof.

SECTION 7.10. SUCCESSOR TRUSTEE. In case the Trustee, or any successor thereof, shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge of control of the Trustee, or of its property or affairs, the Authority shall forthwith appoint a Trustee to act. Notice of any such appointment shall be delivered by the Authority to the Trustee so appointed, the predecessor Trustee and the Institution. The Authority shall give or cause to be given written notice of any such appointment to the Bondowners.

If in a proper case no appointment of a successor shall be made within forty-five (45) days after the giving of written notice in accordance with Section 7.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Bondowner may apply to any court of competent jurisdiction for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor.

Any successor appointed under the provisions of this Section shall be a bank or trust company or national banking association which is able to accept the appointment on reasonable and customary terms and authorized by law to perform all the duties required by this Indenture, which is approved by the Authority (unless an event of default under Section 8.1 exists, in which case a successor shall be appointed by the owners of a majority in principal amount of Outstanding Bonds or by a court pursuant to the above paragraph, or unless a successor is appointed by a court pursuant to the above paragraph) and which has a combined capital and surplus aggregating at least $50,000,000 (or such other financial resources acceptable to the Authority in its sole discretion), if there be such a bank or trust company or national banking association willing to serve as Trustee hereunder.

EVENTS OF DEFAULT

SECTION 8.1. EVENTS OF DEFAULT. Each of the following events is hereby declared an “Event of Default” hereunder (herein called an “Event of Default”):

(a) Payment of the principal of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by proceedings for redemption (excluding any recissions of a conditional redemption notice) or otherwise; or

(b) Payment of an installment of interest on any Bonds shall not be made when the same shall become due and payable; or

(c) Any proceeding shall be instituted, with the consent or acquiescence of the Authority, for the purpose of effecting a composition between the Authority and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Revenues; or

(d) The Authority shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture on the part of the Authority to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the Authority by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the owners of not less than twenty-five percent (25%) in principal amount of the Outstanding Bonds; or

(e) An Event of Default shall have occurred under the Loan Agreement or under any other Institution Document (other than an event of default under the Continuing Disclosure Agreement).

D-8 SECTION 8.2. ACCELERATION OF MATURITY. Upon the happening of any Event of Default specified in Section 8.1, the Trustee may, and shall, upon the written request of the owners of not less than a majority in principal amount of the Outstanding Bonds, declare an acceleration of the payment of principal on the Bonds. All such declarations shall be by a notice in writing to the Authority and the Institution, declaring the principal of all of the Outstanding Bonds to be due and payable immediately. Upon the giving of notice of such declaration of acceleration such principal shall become and be immediately due and payable, and if principal of the Bonds is so paid in full upon acceleration, all interest on the Bonds shall cease to accrue, anything in the Bonds or in this Indenture to the contrary notwithstanding. At any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Indenture, the Trustee may, with the written consent of the owners of not less than a majority in principal amount of the Bonds not then scheduled to be due by their terms and then Outstanding and by written notice to the Authority, annul such declaration and its consequences if: (i) moneys shall have accumulated in the Debt Service Fund sufficient to pay all arrears of principal and interest, if any, upon all of the Outstanding Bonds (except the interest accrued on such Bonds since the last Interest Payment Date and the principal of such Bonds then due only because of a declaration under this Section); (ii) moneys shall have accumulated and be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee; (iii) all other amounts then payable by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee; and (iv) every other default known to the Trustee in the observance or performance of any covenant, condition or agreement contained in the Bonds or in this Indenture (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied to the satisfaction of the Trustee or waived pursuant to Section 8.10. No such annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

SECTION 8.3. ENFORCEMENT OF REMEDIES. Upon the happening and continuance of any Event of Default specified in Section 8.1, then and in every such case, the Trustee may proceed, and upon the written request of the Owners of not less than a majority in principal amount of the Outstanding Bonds shall proceed (subject to the provisions of Sections 7.2 and 8.6), to protect and enforce its rights and the rights of the owners of the Bonds under the laws of the State of Connecticut or under this Indenture, the Bonds, the Loan Agreement, or the Note by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant contained hereunder or in aid or execution of any power herein granted, or for the enforcement of the Loan Agreement or the Note, or for an accounting against the Authority as if the Authority were the trustee of an express trust, or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect and enforce such rights.

In the enforcement of any remedy under this Indenture, the Trustee shall be entitled to sue for, enforce payment of, and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Authority for principal or interest or otherwise under any of the provisions of this Indenture or of the Bonds, with interest on overdue payments at the rate or rates of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Owners of such Bonds, and to recover and enforce any judgment or decree against the Authority but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid, with interest, cost and expenses, and to collect in any manner provided by law, the moneys adjudged or decreed to be payable.

SECTION 8.4. PRIORITY OF PAYMENTS AFTER DEFAULT. If at any time the moneys held by the Trustee under this Indenture shall not be sufficient to pay the principal of and interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturity under the provisions of Section 8.2), such moneys together with any moneys then available or thereafter becoming available for such purpose, whether through exercise of the remedies provided for in this Article or otherwise, shall be applied (after payment of all amounts owing to the Trustee from moneys under this Indenture other than from moneys in the Rebate Fund or any irrevocable trust or escrow fund established with respect to any defeased Bonds) as follows:

(a) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied:

D-9 FIRST: To the payment to the persons entitled thereto of all installments of interest on any of the Bonds then due, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference;

SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption or contracted to be purchased for the payment of which moneys are held pursuant to the provisions of this Indenture) with interest upon such Bonds from the respective dates upon which they shall have become due, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular due date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or preference; and

THIRD: To the payment of the interest on and the principal of the Bonds as the same become due and payable.

(b) If the principal of all the Bonds shall have become due and payable, either by their terms or by a declaration of acceleration, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference.

Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. The setting aside of such moneys in trust for the proper purpose shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to the Authority, to any Bondowner or to any other person for any delay in applying any such moneys, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such moneys it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. The Trustee shall not be required to make payment to the owner of any unpaid interest or any Bond unless such Bond shall be presented to the Trustee for appropriate endorsement.

SECTION 8.5. EFFECT OF DISCONTINUANCE OF PROCEEDINGS. In case any proceedings taken by the Trustee on account of any default in respect of Bonds shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Authority, the Trustee and the Bondowners shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken.

SECTION 8.6. CONTROL OF PROCEEDINGS. Anything in this Indenture to the contrary notwithstanding, the owners of a majority in principal amount of the Outstanding Bonds, shall have the right, subject to the provisions of Section 7.2, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee under this Indenture, provided such direction shall not be otherwise than in accordance with law and the provisions of this Indenture.

SECTION 8.7. RESTRICTIONS UPON ACTION BY INDIVIDUAL BONDOWNERS. No Owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder unless such Owner previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be instituted, and unless also the owners of not less than a majority in principal amount of all Outstanding Bonds shall have made written request to the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued,

D-10 and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted by this Indenture or to institute such action, suit or proceeding in its or their name, and unless, also, there shall have been offered to the Trustee security and indemnity as required by Section 7.2 hereof against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder. It is understood and intended that no one or more Owners of the Bonds secured by this Indenture shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Owners of the Outstanding Bonds.

SECTION 8.8. ACTIONS BY TRUSTEE. All rights of action under this Indenture or under any of the Bonds secured hereby, enforceable by the Trustee may be enforced by it without the possession of any of such Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Owners of the Bonds, subject to the provisions of this Indenture.

SECTION 8.9. REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.10 WAIVER AND NON-WAIVER. No delay or omission of the Trustee or of any Owner of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein. Every power and remedy given by this Article to the Trustee and the Owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.

The Trustee may, and upon written request of the Owners of not less than a majority of the principal amount of the Outstanding Bonds shall, waive any default with respect to the Bonds which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Indenture or before the completion of the enforcement of any other remedy under this Indenture; but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon.

SECTION 8.11. NOTICE OF DEFAULT. The Trustee shall mail or cause to be mailed to all Bondowners written notice of the occurrence of any Event of Default set forth in Section 8.1 promptly after any such Event of Default shall have occurred of which the Trustee has actual knowledge. If in any Bond Year the total amount of deposits to the credit of the Debt Service Fund shall be less than the amounts required so to have been deposited under the provisions of this Indenture and any Supplemental Indenture, the Trustee, on or before the thirtieth (30th) day of the next succeeding Bond Year, shall mail to all Bondowners a written notice of the failure to make such deposits. The Trustee shall not, however, be subject to any liability to any such Bondowner by reason of its failure to mail or cause to be mailed any notice required by this Section.

CONSENTS TO SUPPLEMENTAL INDENTURES

SECTION 10.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDOWNERS. Notwithstanding any other provisions of this Article X, the Authority and the Trustee may at any time or from time to time enter into a Supplemental Indenture supplementing this Indenture or any Supplemental Indenture so as to modify or amend such indentures, for one or more of the following purposes:

(a) To add to the covenants and agreements of the Authority contained in this Indenture or any Supplemental Indenture, other covenants and agreements thereafter to be observed relative to the acquisition, construction, reconstruction, renovation, equipment, operation, maintenance, development or administration of any project under the Act or relative to the application, custody, use and disposition of the proceeds of the Bonds; or

D-11 (b) To confirm, as further assurance, any pledge under and the subjection to any lien on or pledge of the Revenues created or to be created by this Indenture or a Supplemental Indenture; or

(c) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Indenture; or

(d) To grant to or confer on the Trustee for the benefit of the Bondowners any additional rights, remedies, powers, authority, or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture as theretofore in effect; or

(e) To amend any provisions of this Indenture if, prior to the execution of any such amendment there shall be delivered to the Trustee an Opinion of Bond Counsel to the effect that such amendment will not have a material adverse effect on the security, remedies or rights of the Bondholders.

SECTION 10.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDOWNERS. (a) At any time or from time to time but subject to the conditions or restrictions contained in this Indenture and each Supplemental Indenture, a Supplemental Indenture may be entered into by the Authority and the Trustee amending or supplementing this Indenture, any Supplemental Indenture or any of the Bonds or releasing the Authority from any of the obligations, covenants, agreements, limitations, conditions or restrictions therein contained. However, no such Supplemental Indenture shall be effective unless such Supplemental Indenture is approved or consented to by the Owners, obtained as provided in Section 11.2, of at least a majority in aggregate principal amount of all Outstanding Bonds affected thereby. In computing any such required percentage there shall be excluded from such consent, and from such Outstanding Bonds, any such Outstanding Bonds owned or held by or for the account of the Authority.

(b) Notwithstanding the provisions of paragraph (a) of this Section, except as provided in Section 10.3, no such modification changing any terms of redemption of Bonds, due date of principal of or interest on Bonds or making any reduction in principal or Redemption Price of and interest on any Bonds shall be made without the consent of the affected Bondowner.

(c) Notwithstanding any other provisions of this Section, no Supplemental Indenture shall be entered into by the Authority and the Trustee, except as provided in Section 10.3, reducing the percentage of consent of Bondowners required for any modification of this Indenture or any Supplemental Indenture or diminishing the pledge of the Revenues securing the Bonds.

(d) The provisions of paragraph (a) of this Section shall not be applicable to Supplemental Indentures adopted in accordance with the provisions of Section 10.1.

SECTION 10.3. SUPPLEMENTAL INDENTURES BY UNANIMOUS ACTION. Notwithstanding anything contained in the foregoing provisions of this Article, the rights and obligations of the Authority and of the owners of the Bonds and the terms and provisions of this Indenture, any Supplemental Indenture or the Bonds may be modified or amended in any respect upon the adoption of a Supplemental Indenture by the Authority with the consent of the owners of all the Outstanding Bonds affected by such modification or amendment, such consent to be given as provided in Section 11.2, except that no notice to Bondowners by mailing shall be required; provided, however, that no such modification or amendment shall change or modify any of the rights or obligations of the Trustee without its written consent thereto in addition to the consent of the Bondowners so affected.

PROCEDURES FOR BONDOWNER CONSENTS

SECTION 11.2. CONSENT OF BONDOWNERS. When the Authority and the Trustee enter into a Supplemental Indenture making a modification or amendment permitted by and requiring the consent of the Bondowners pursuant to the provisions of Sections 10.2 or 10.3, such Supplemental Indenture shall take effect when and as provided in this Section. Upon the execution of such Supplemental Indenture, a copy thereof, certified by an Authorized Officer of the Authority, shall be filed with the Trustee for the inspection of the Bondowners affected. A copy of such Supplemental Indenture (or summary thereof) together with a request to such Bondowners for their consent thereto in form satisfactory to the Trustee, shall be mailed or caused to be mailed by the Authority to such

D-12 Bondowners. Such Supplemental Indenture shall not be effective unless and until there shall have been filed with the Trustee the written consents of the percentages of owners of Outstanding Bonds in accordance with Section 10.2. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted hereinafter by this Section or Section 13.4. A certificate or certificates by the Trustee, which shall be placed on file, that it examined such proof and that such proof is sufficient, shall be conclusive that the consents have been given by the owners of the Bonds described in such certificate or certificates of the Trustee. Any consent shall be binding upon the owner of the Bonds giving such consent and on any subsequent owner of such Bonds (whether or not such owner has notice thereof) unless such consent is revoked in writing by the owner of such Bonds giving such consent or a subsequent owner by filing revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for is first given. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee which shall be placed on file. At any time after the owners of the required percentage of Bonds shall have filed their consent to any Supplemental Indenture a notice shall be given or caused to be given to such Bondowners by the Authority by mailing such notice to such Bondowners (but failure to mail such notice shall not prevent such Supplemental Indenture from becoming effective and binding as herein provided). The Authority shall file with the Trustee proof of giving such notice. Such notice shall state in substance that any Supplemental Indenture (which may be referred to as an indenture executed by and between the Authority and the Trustee on a stated date, a copy of which is on file with the Trustee) has been consented to by the owners of the required percentage of Bonds and shall be effective as provided in this Section. A record, consisting of the papers required or permitted by this Section to be filed with the Trustee, shall be proof of the matters therein stated. Upon such notice, such Supplemental Indenture making such amendment or modification shall become effective and conclusively binding upon the Authority, the Trustee, and the owners of all Bonds.

DEFEASANCE

SECTION 12.1. DEFEASANCE. (a) If the Authority shall pay or cause to be paid, or there shall be otherwise paid, to the owners of all or any of the Bonds then Outstanding, the principal or Redemption Price of and interest thereon, at the times and in the manner stipulated therein and in this Indenture and any Supplemental Indenture, and all fees and expenses of the Trustee and the Authority, then the pledge of any Revenues or other moneys and securities hereby pledged to such Bonds and all other rights granted hereby to such Bonds shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Authority, execute and deliver to the Authority all such instruments as may be desirable to evidence such discharge and satisfaction and the Trustee or other fiduciary shall pay or deliver to the Authority all moneys or securities held by it pursuant to this Indenture and any Supplemental Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption to be used by the Authority in any lawful manner including distribution to the Institution.

(b) Any Bonds for which moneys shall then be held by a trustee, which may be the Trustee (through deposit by the Authority or the Institution of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning and with the effect expressed in this Section. Any Outstanding Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subparagraph (a) of this Section if: (i) in case any of such Bonds are to be redeemed on any date prior to their maturity, the Authority shall have given to the Trustee, in form satisfactory to the Trustee, irrevocable instructions to give notice of redemption on such date of such Bonds; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Obligations the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be; (iii) there shall have been filed with the Trustee and the Authority (x) a report of a firm of certified public accountants, acceptable to the Authority, confirming the arithmetical accuracy of the computations showing the cash or Defeasance Obligations, the principal of and interest on which, together with cash, if any, deposited at the same time will be sufficient to pay when due, the principal or Redemption Price, if applicable, and interest due or to become due on such Bonds, on and prior to the redemption date or maturity date thereof, as the case may be and (y) an Opinion of Bond Counsel, acceptable to the Authority, to the effect that upon provision for the payment of the principal or Redemption Price, if applicable, of, and interest due or to become due on such Bonds, the pledge of Revenues and other moneys and securities hereunder and the grant of all rights to the Owners of such Bonds hereunder shall be discharged and satisfied; and (iv) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the

D-13 Trustee, in form satisfactory to the Trustee, irrevocable instructions to mail, as soon as practicable, a notice to the owners of such Bonds that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds. Neither Defeasance Obligations deposited with the Trustee pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than the payment of the principal or Redemption Price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations deposited with the Trustee, if not then needed for such purpose, may, to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Authority to be used by it in any lawful manner including a distribution to the Institution provided all amounts owing to the Authority and the Trustee have been satisfied, free and clear of any trust, lien or pledge. Nothing in this paragraph (b) shall be, or be deemed to be, a restriction on the Authority’s ability to provide for Defeasance Obligation substitutions or restructuring provided that the Defeasance Obligations shall at all times be in compliance with clause (ii) above, as evidenced by a report of a firm of certified public accountants in compliance with clause (iii)(x) above; and if the interest on Bonds which have been defeased pursuant to this paragraph (b) is excludable from gross income for federal income tax purposes, the Authority shall provide an Opinion of Bond Counsel that the substitution or restructuring will not adversely affect such exclusion. Notwithstanding any provision of this Indenture, the Trustee shall have no right of set off against any moneys and securities deposited under this subsection (b).

(c) Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when all of the Bonds have become due and payable either at their stated maturity dates or by a call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after such date when all of the Bonds become due and payable, shall, at the written request of the Authority be repaid by the Trustee to the Authority as its absolute property and free from trust (to the extent permitted by law) to be used by the Authority in any lawful manner including a distribution to the Institution, and the Authority and the Trustee shall thereupon be released and discharged of its obligations with respect to the Bonds; provided, however, that, before being required to make any such payment to the Authority, the Trustee shall mail to the Bondowners a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than forty (40) nor more than ninety (90) days after the date of mailing of such notice, the balance of such moneys then unclaimed shall be returned to the Authority to be used by the Authority in any lawful manner including a distribution to the Institution.

MISCELLANEOUS

SECTION 13.1. MISCELLANEOUS POWERS AS TO BONDS AND PLEDGE; STATE AGREEMENT. (a) The Authority represents that it is duly authorized under the Act and all applicable laws to create and issue the Bonds, to execute this Indenture and any Supplemental Indenture, and to pledge the Revenues and other moneys, securities and funds pledged by this Indenture in the manner and to the extent provided herein and in any Supplemental Indenture. The Authority covenants that the Revenues and other moneys, securities and funds so pledged are and shall be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto, prior to, or of equal rank with, the pledge created by this Indenture and any Supplemental Indenture, and all corporate action on the part of the Authority to that end has been duly and validly taken. The Authority further covenants that the Bonds and the provisions of this Indenture and any Supplemental Indenture are and shall be the valid and binding special obligations of the Authority in accordance with their terms and the terms of this Indenture and any Supplemental Indenture. The Authority further covenants that it shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Revenues and other moneys, securities and funds pledged under this Indenture and any Supplemental Indenture, and all of the rights of the Bondowners under this Indenture against all claims and demands of all persons whomsoever.

(b) The Bondowners shall have the benefit of the State’s pledge and agreement contained in Sections 10a-187a and 10a-195 of the Act as in effect on the date hereof: “The state of Connecticut does hereby pledge to and agree with the holders of any obligations issued under this chapter, and with those parties who may enter

D-14 into contracts with the authority pursuant to the provisions of this chapter, that the state will not limit or alter the rights hereby vested in the authority until such obligations, together with the interest thereon, are fully met and discharged and such contracts are fully performed on the part of the authority, provided nothing herein contained shall preclude such limitation or alteration if and when adequate provision shall be made by law for the protection of the holders of such obligations of the authority or those entering into such contracts with the authority.”

SECTION 13.9. NO RECOURSE ON THE BONDS. No recourse shall be had for the payment of the principal or Redemption Price of and interest on the Bonds or for any claims based thereon or on this Indenture against any member or other officer of the Authority or any person executing the Bonds, all such liability, if any, being expressly waived and released by every Bondowner by the acceptance of the Bond. The Bonds are payable solely from the Revenues and neither the faith and credit nor the taxing power of the State of Connecticut or any political subdivision thereof is pledged to the payment of the principal of or interest on the Bonds.

The Authority shall be conclusively deemed to have complied with all of its covenants and other obligations hereunder, upon requiring the Institution in the Loan Agreement to agree to perform such Authority covenants and other obligations (excepting only any approvals or consents permitted or required to be given the Authority hereunder, and any exceptions to the performance by the Institution of the Authority’s covenants and other obligations hereunder, as may be contained in the Loan Agreement). However, nothing contained in the Loan Agreement shall prevent the Authority from time to time, in its discretion, from performing any such covenants or other obligations. The Authority shall have no liability for any failure to fulfill, or breach by the Institution of, the Institution’s obligations relating to or under, as the case may be, the Bonds, this Indenture, the Loan Agreement or otherwise, including without limitation the Institution’s obligation to fulfill the Authority’s covenants and other obligations under this Indenture.

SECTION 13.12. CONTINUING DISCLOSURE. Pursuant to Section 6.3 of the Loan Agreement, the Institution has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Bondowners or any other person with respect to such disclosure matters. Notwithstanding any other provision of this Indenture, failure of the Institution or the dissemination agent or any obligated person to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder.

SECTION 13.14 HOLIDAYS. If the date for making any payment or the last date for performance of any act or the exercising of any right as provided herein, shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided herein, and no interest shall accrue for the period after such nominal date.

D-15 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX E

EXCERPTS FROM THE LOAN AGREEMENT

The following are the excerpts of certain provisions of the Loan Agreement and should not be regarded as a full statement of the Loan Agreement. Reference is made to the Loan Agreement in its entirety for a complete statement of the provisions thereof, copies of which are on file with the Trustee.

THE LOAN; THE BONDS; SECURITY; THE NOTE

2.1. The Loan; Issuance of Bonds and Application of Proceeds. The Authority hereby agrees, upon the delivery of the Bonds, to loan to the Institution the amount of $______to provide funds to refinance the Project and to pay costs related to the issuance of the Bonds upon the terms and conditions set forth or referred to in this Loan Agreement. The Institution agrees to borrow and agrees to repay the amount of $______upon the terms and conditions set forth or referred to in this Loan Agreement. This Loan Agreement shall constitute a general obligation of the Institution. To provide funds to finance the loan to the Institution, the Authority agrees to use its best efforts to issue the $______aggregate principal amount of its Revenue Bonds, Fairfield University Issue, Series S (the “Bonds”) in accordance with the Indenture. The Institution agrees that the proceeds of the Bonds to be made available to finance the loan to the Institution shall be deposited with the Trustee, the Refunding Escrow Deposit Agent and the Authority and applied as provided in the Indenture and the Refunding Escrow Deposit Agreement. The Institution acknowledges and agrees that it shall have no interest in the proceeds of the Bonds equal to or greater than that of the Bondowners who shall have a first and prior beneficial interest in such money until it is applied in accordance herewith and with the Indenture and the Refunding Escrow Deposit Agreement.

2.2. Payment Obligations. (a) General. Notwithstanding any provision of this Loan Agreement or any other Institution Documents, as and for repayment of the loan made to the Institution by the Authority pursuant to Section 2.1 hereof, the Institution shall pay to the Trustee for the account of the Authority the amounts, including without limitation the amounts described in subsections (b) and (c) below, required at all times for the payment of the principal of, and premium if any, and interest on the Bonds when due, whether at maturity, upon redemption, by acceleration or otherwise; provided, however, that the obligation of the Institution to make any such payment hereunder shall be reduced by any amount held by the Trustee in the Debt Service Fund for such payment of the Bonds pursuant to the terms of the Indenture. All amounts received by the Trustee pursuant to subsections (a), (b) or (c) of this Section shall be deposited into the Debt Service Fund.

(b) Principal Payments. The Institution shall repay the principal of the loan in consecutive semi-annual installments on the twentieth (20th) day of each June and December of each Bond Year (or if such date is not a Business Day, the next succeeding Business Day), commencing ______20, 20__, in an amount equal to one- half (½) of the principal or Sinking Fund Installment, as the case may be, of the Bonds becoming due on the July 1 immediately succeeding the expiration of such Bond Year (provided, however, in all events, the payment made on June 20 of each Bond Year shall provide for sufficient funds necessary to make payment in full of the principal or Sinking Fund Installment becoming due on the July 1 immediately succeeding the expiration of such Bond Year) after crediting to such amount becoming due any amount in the Principal Account or the Sinking Fund Account, as the case may be, prior to such July 1 available for the payment of such principal or Sinking Fund Installment.

(c) Interest Payments. The Institution shall pay the interest on the loan in consecutive semi- annual installments on the twentieth (20th) day of each June and December of each Bond Year (or if such date is not a Business Day, the next succeeding Business Day), commencing June 20, 2018, in an amount equal to (after taking into account any available amounts on deposit in the Capitalized Interest Account of the Construction Fund) all of the interest coming due on the Bonds on the next succeeding Interest Payment Date after crediting to such amount becoming due any amount in the Interest Account available for the payment of such interest (provided, however, in all events, the payment due immediately prior to each Interest Payment Date shall provide for sufficient funds necessary to make payment in full of the interest becoming due on the Bonds on such next succeeding Interest Payment Date).

(d) Reimbursement of Authority. The Institution agrees to pay to the Authority an amount equal to the sum of the following three (3) items: (i) any expenditures of the Authority for fees and expenses of the Trustee, all as required by the Indenture and not otherwise paid or provided for by the Institution; (ii) all other expenditures reasonably and necessarily incurred by the Authority with respect to the loan to the Institution and the issuance of the Bonds, including Cost of Issuance to the extent amounts on deposit in the Cost of Issuance Account are insufficient for the payment thereof and also including interest on overdue payments at the rate or rates of interest specified in the Bonds, penalties for late payments and all expenses incurred by the Authority to compel full and punctual performance of all the provisions of this Loan Agreement, any other Institution Document, and each other document executed by the Institution in connection with the Authority’s loan to the Institution or the issuance of the Bonds, in accordance with the terms hereof and thereof; and (iii) the Annual Administrative Fee. Any expenditures of the Authority made pursuant to items (i) and (ii) of this paragraph shall be billed by the Authority to the Institution in writing as soon as practicable and shall be paid or caused to be paid by the Institution within thirty (30) calendar days of each request for payment. The Institution shall pay one-half of the Annual Administrative Fee for each Bond Year on or before June 20 and December 20 of each calendar year commencing June 20, 2018; provided, however, that on June 20, 2018, the Institution shall pay the Annual Administrative Fee prorated for the period beginning with the delivery of the Bonds and ending on June 30, 2018.

(e) Rebate Fund. The Institution agrees to provide amounts that shall be sufficient to meet the Rebate Requirement of the Rebate Fund. The Institution agrees that this obligation of the Institution shall survive the payment in full of the Bonds or the refunding and defeasance of the Bonds pursuant to the provisions of Section 12.1 of the Indenture.

(f) Manner of Payment. The Institution agrees to pay to the Authority or to such party as the Authority shall direct in writing the payments required by this Loan Agreement from its general funds or any other moneys legally available to the Institution in the manner and at the times provided by this Loan Agreement.

(g) Survival. The payment obligations of the Institution pursuant to Subsections (a), (b), (c), (e) and (f), except to the extent paid from any defeasance escrow for the Bonds, shall survive the expiration of this Loan Agreement.

2.6. Security for Bonds. (a) Assignment and Pledge. The Institution agrees that the principal and Redemption Price of and the interest on the Bonds shall be payable in accordance with the Indenture and the right, title and interest of the Authority in and to this Loan Agreement and the Note shall be assigned to the Trustee, subject to certain conditions and reservations, and certain payments received by or for the account of the Authority from the Institution with respect thereto shall be assigned and pledged by the Authority to the Trustee to secure the payment of the Bonds. The Institution agrees that all of the rights accruing to or vested in the Authority with respect to this Loan Agreement and the Note may be exercised, protected and enforced by the Trustee for or on behalf of the Bondowners in accordance with the provisions hereof, thereof, and of the Indenture.

(b) Bondowners Beneficiaries. This Loan Agreement is executed in part to induce the purchase by others of the Bonds, and, accordingly, all covenants and agreements on the part of the Institution and the Authority, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the owners from time to time of the Bonds.

(c) Compliance. The Institution agrees to do all things within its power in order to comply with, and to enable the Authority to comply with, all requirements, and to fulfill and to enable the Authority to fulfill all covenants of, the Resolution of the Authority, the Tax Regulatory Agreement and the Indenture.

INSURANCE, CONDEMNATION PROCEEDS

4.1. Insurance. (a) The Institution shall maintain or cause to be maintained at its sole cost and expense, insurance, with financially sound and reputable insurers (which may be self-insurance with affiliates or other captive insurers) with respect to its Property, including the Premises, the operation thereof and its business against such casualties, contingencies and risks as may customarily be carried or maintained under similar circumstances by institutions of established reputation engaged in similar businesses or in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as are customary for Institutions similarly situated in the industry and as are determined to be consistent with reasonably prudent business practices, which determination shall be based upon the advice of an Independent Insurance Consultant, except to the extent that its governing body determines in good faith that such annual advice is unreasonable and delivers an Officer’s Certificate to the Authority and Trustee setting forth the reasons for such determination.

E-2 (b) The Institution shall furnish to the Authority and Trustee annually, within 120 days of each fiscal year end, an Officer’s Certificate stating that the insurance coverage maintained by the Institution adequately protects the Institution, its property and operations and is in accordance with paragraph (a) of this section. The Trustee shall have no responsibility with respect to any such insurance except to receive such certificates and hold the same for inspection by any Bondowner. All policies of insurance (except automobile, worker’s compensation, fiduciary and D&O) shall include the Authority and Trustee as additional insureds, as their interests may appear and as a loss payee and mortgagee as required.

(c) If the Authority shall so request in writing, the Institution shall provide to the Authority and Trustee summaries or other evidence of its insurance coverage and shall obtain endorsements reasonably requested by the Authority.

(d) The Authority, in its sole discretion, reserves the right to waive or amend any provision of this Section without the consent of the Trustee or the Bondowners.

4.2. Application of Property Insurance and Condemnation Proceeds. In case the whole or any part of the Project or the Premises is taken by eminent domain or damaged or destroyed or is otherwise rendered incapable of being used to its fullest extent for the purposes of the Institution or to meet the Institution’s obligations under this Loan Agreement and the other Institution Documents by any cause whatsoever, then and in such event:

A. Except as provided in paragraph B, the Institution shall proceed to replace or restore or cause to be replaced or restored such part of the Project or the Premises, including all fixtures, furniture, equipment and effects, to its original condition insofar as possible or with such changes and modifications as would not have an adverse effect on the operations of the Institution. The moneys required for such replacement or restoration shall be paid from the proceeds of insurance or any award or payment in connection with the condemnation of the Project or the Premises received by reason of such occurrence and to the extent such proceeds are not sufficient, from funds to be provided by the Institution.

B. If no decision for the restoration or replacement of all or such part of the Project or the Premises shall be reached by the Institution within 120 days after such damage or taking, or if the Institution fails to proceed with due diligence to restore or replace such part of the Project or the Premises, all respective insurance or condemnation proceeds (after giving appropriate recognition to any similar requirements with respect to any Indebtedness ranking on a parity with the Bonds) shall be paid to the Trustee for deposit in the Redemption Fund for application to the purchase or redemption of Bonds in accordance with the Indenture or used as otherwise agreed to by the Authority and the Institution.

Notwithstanding any such taking, or other injury to, or decrease in the value of the Project or the Premises, the Institution shall continue to pay interest on the principal payable hereunder and under the other Institution Documents as provided herein and therein, and to make any and all other payments required by this Loan Agreement and by the other Institution Documents. Any reduction in the principal payable under this Loan Agreement and under the other Institution Documents resulting from the application by the Authority of such award or payment to the redemption of Bonds shall be deemed to take effect only on the date of such application.

DUTIES OF THE INSTITUTION

5.2. Obligation Absolute. The obligation of the Institution to make payments to the Authority or on its order to the Trustee under this Loan Agreement and the Note is absolute and unconditional and shall not be subject to setoff, recoupment or counterclaim. The Institution agrees that payments required by this Loan Agreement and the Note shall be paid when due by the Institution to the Trustee for deposit in the Debt Service Fund whether or not any student, resident, occupant or user of the Institution is delinquent in the payment of his or her tuition fees, room charges, rentals or other charges owed to the Institution, whether or not any student, resident, user or occupant receives either partial or total reimbursement as a credit against such payment, and whether or not the Institution receives either partial or total reimbursement as a credit against such payment.

E-3 The agreements, covenants, representations and indemnifications of the Institution in this Loan Agreement and the other Institution Documents executed and delivered in connection herewith shall be a full faith and credit obligation of the Institution.

5.3. Covenant as to Rates and Charges. The Institution agrees, to the extent permitted by law, to charge tuition, rates, fees, rentals and charges which, together with its general funds and any other moneys legally available to it, shall provide moneys sufficient at all times to make all payments under this Loan Agreement and the other Institution Documents and to pay all other obligations of the Institution as the same become due and payable. The Institution covenants to maintain its tuition, rates, fees, rentals and charges to provide Operating Revenues which, together with its general funds and other moneys legally available to the Institution, shall be sufficient for the payment of (i) Operating Expenses; (ii) debt service when due on the Bonds and all other Indebtedness; and (iii) all other amounts due under this Loan Agreement.

5.6. Operation of Institution. (a) The Institution agrees that it shall use its best efforts to operate the Institution in a prudent and efficient manner. The Institution further agrees that it shall employ, at all times, administrative personnel experienced and well qualified in the field of higher educational administration. The Institution shall do (or cause to be done) all things necessary to preserve and keep in full force and effect its legal existence.

(b) The Institution agrees to operate its facilities properly and in a sound and economical manner. The Institution agrees to maintain, preserve and keep its facilities, with the appurtenances and every part and parcel thereof, in good repair, working order and condition and to make all necessary and proper repairs, replacements and renewals so that at all times the operation of the Institution and its facilities may be properly and advantageously conducted.

(c) The Institution agrees that it will procure and maintain all necessary licenses and permits and maintain accreditation of its higher educational facilities (other than those of a type for which accreditation is not then available) by the New England Association of Schools and Colleges as long as, in the opinion of the Institution, such accreditation is in the best interests of the Institution; provided, that if the Institution shall determine that such accreditation is not in its best interests, it shall cause an independent consultant to deliver a report to the Authority indicating the likely operational and economic effect on the Institution of discontinuance of such accreditation and that such discontinuance will not have a materially adverse operational and economic effect on the Institution.

(d) The Institution covenants that it shall correct all deficiencies found by each governmental authority with jurisdiction over the operation of the Project and the Premises, including any inspection in connection with the implementation of the Project and the Premises by the Institution in accordance with the requirements of the appropriate governmental or accrediting entity.

5.7. Payment of Obligations, Taxes, Assessments and Charges. The Institution agrees to pay promptly all charges, judgments and other obligations incurred or imposed on the Institution. The Institution shall pay all taxes and assessments or other municipal or governmental charges, if any, lawfully levied or assessed upon or in respect of the Institution’s facilities, or upon any part thereof or upon the Revenues, when the same shall become due, and shall duly comply with all valid requirements of any municipal or governmental authority relative to any part of the Institution’s facilities. The Institution shall pay or cause to be paid or cause to be discharged, or shall make adequate provisions to satisfy and discharge, within sixty (60) days after the same shall become due and payable, all lawful claims and demands for labor, materials, equipment, supplies or other objects which, if unpaid, might by law become a lien upon the facilities of the Institution, the Premises, or the Revenues; provided, however, that, subject to the other requirements of Section 8.1(j) hereof, nothing in this Section shall require the Institution to pay or cause to be paid or cause to be discharged, any such tax, assessment, valid requirement, claim, demand, lien or charge, so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings by the Institution.

5.8. Tax Covenant. (a) The Institution covenants that it and each person related to it within the meaning of Section 147(a)(2) of the Code will comply with each requirement of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes.

E-4 (b) In furtherance of the covenant contained in the preceding sentence, the Institution agrees to comply with the provisions of the Tax Regulatory Agreement.

(c) The Institution covenants that it will not take any action or fail to take any action with respect to the Bonds which would cause such Bonds to be “arbitrage bonds,” within the meaning of such term as used in Section 148 of the Code and the regulations promulgated thereunder, as amended from time to time.

(d) The Institution covenants that: (i) it shall not perform any acts nor enter into any agreements which shall cause any revocation or adverse modification of its status as an organization exempt from federal income taxes pursuant to Section 501(a) of the Code; and (ii) it shall not carry on or permit to be carried on any trade or business the conduct of which is not substantially related to the exercise or performance by the Institution of the purposes or functions constituting the basis for its exemption under Section 501 of the Code if such use would result in the loss of the Institution’s exempt status under Section 501 of the Code or would cause the interest on the Bonds to be included in gross income and subject to federal income taxation.

(e) The Institution agrees that neither the Institution, nor any person related to it within the meaning of Section 147(a)(2) of the Code, or within the same controlled group of related persons within the meaning of Section 1.150-1(e) of the Treasury Regulations, pursuant to an arrangement, formal or informal, shall purchase the Bonds upon their initial issuance in an amount related to the amount of the Bonds secured by this Loan Agreement.

(f) Notwithstanding any other provision of the Indenture or this Loan Agreement to the contrary, so long as necessary in order to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes, the covenants contained in this Section shall survive the discharge and satisfaction of the Bonds (in accordance with Section 12.1 of the Indenture) and the termination of this Loan Agreement.

5.9. Premises. The Institution covenants that, except as set forth in the Hazardous Substance Agreement, the Premises of the Institution will comply in all material respects with, all applicable restrictive covenants, applicable zoning and subdivision ordinances and building codes, all applicable health and environmental laws and regulations and all other applicable laws, rules and regulations.

5.10. Securities Law Compliance. The Institution covenants that it shall not perform any act or enter into any agreement which shall change the status of the Institution’s representations set forth in Section 7.2 of this Loan Agreement.

5.11. General Compliance with Law. The Institution covenants that it will comply in all material respects with all federal, state and local laws, regulations and ordinances relating to its business, the Project, the Premises, and its facilities, including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and all applicable laws and regulations relating to nondiscrimination in employment and employment opportunities, and all applicable Equal Employment and Opportunity Laws.

5.14. Permitted Encumbrances. (a) The Institution covenants that, except for Permitted Encumbrances described in paragraph (b) of this Section 5.14, the Institution shall not, without the prior written consent of the Authority, create, permit to be created, or suffer to be created, any Lien upon any of the Institution’s Property now owned or hereafter acquired.

(b) Permitted Encumbrances shall include only the following:

(1) any Lien (i) for taxes, assessments or governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings so long as no foreclosure tax sale can occur during such proceedings and, if the amount exceeds one percent (1%) of the Institution’s Fixed Assets, adequate reserves have been established for the payment of such amounts; (ii) constituting an inchoate lien imposed by law but not yet having attached to any real property or leasehold, such as materialmen’s, mechanics’, carriers’, worker’s, employees’ and repairmen’s liens and other similar liens arising in the ordinary course of the Institution’s business and securing obligations that have not remained unpaid for more than thirty (30) days from the date the same shall have become due, except liens which are being contested in good faith by appropriate proceedings so long as no foreclosure sale

E-5 can occur during such proceedings and, if the amount exceeds one percent (1%) of the Institution’s Fixed Assets, reserves adequate, in the judgment of the Authority, have been established for the payment of such amounts; (iii) constituting a pledge of deposits to secure obligations under worker’s compensation laws or similar legislation or to secure public or statutory obligations of the Institution; (iv) in favor of the Authority or the Trustee created pursuant to the Indenture, the Institution Documents, or any related documents; and (v) constituting utility, access and other easements and rights of way, mineral rights, encroachments and exceptions which will not interfere with or impair the present or future operation of the Institution, and minor defects, irregularities, encumbrances, easements, rights of way and clouds on title as normally exist with respect to properties similarly used for higher educational purposes which do not materially impair the use of the properties affected thereby;

(2) with the prior written consent of the Authority, which consent shall not be unreasonably withheld if the Parity Debt is also Permitted Indebtedness under Section 5.17(b) hereof, any Lien in favor of the holder or holders of Parity Debt on a parity basis with the Liens and pledges in favor of the Authority created by this Loan Agreement;

(3) any Lien upon Property only if and to the extent that such portion of the Property has been released as a Permitted Release under Section 5.16 hereof;

(4) any Lien upon Property only if and to the extent that such Property could have been disposed of as a Permitted Disposition under Section 5.15 hereof;

(5) any Lien given to secure Subordinated Indebtedness that is by its terms specifically junior and subordinate to any security interest given by the Institution to the Authority under this Loan Agreement; provided, however that the holder of such Subordinated Indebtedness may not accelerate such Indebtedness unless the Trustee accelerates the Bonds with respect to the Trustee’s senior position therein as well;

(6) any Lien in the form of a purchase money mortgage or security interest given to secure Permitted Indebtedness described in Section 5.17(b)(12) hereof;

(7) any Lien arising by reason of good faith deposits by or with the Institution in connection with leases of real estate, bids or contracts (other than contracts for the payment of money), deposits by the Institution to secure public or statutory obligations, or to secure, or given in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges;

(8) any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Institution to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with worker’s compensation, unemployment insurance, pension or profit sharing plans or other social security, or to share in the privileges or benefits required for companies participating in such arrangements;

(9) any Lien in the form of a judgment lien or notice of pending action against the Institution so long as such judgment or pending action is being contested and execution thereon is stayed or while the period for responsive pleadings has not lapsed;

(10) any Lien in the form of (A) rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law, affecting any Property, to (1) terminate such right, power, franchise, grant, license or permit, provided that the exercise of such right would not materially impair the use of such Property or materially and adversely affect the value thereof, or (2) purchase, condemn, appropriate or recapture, or designate a purchaser of, such Property; (B) any liens on any Property for taxes, assessments, levies, fees, water and sewer rents, and other governmental and similar charges and any liens of mechanics, materialmen, laborers, suppliers or vendors for work or services performed or materials furnished in connection with such Property, which liens have not been perfected or if such liens have been perfected, and are being contested, and the Institution has posted security for the payment of such liens in an amount satisfactory to the

E-6 Authority; (C) easements, rights-of-way, servitudes, restrictions and other minor defects, encumbrances, and irregularities in the title to any Property which do not materially impair the use of such Property or materially and adversely affect the value thereof; and (D) rights reserved to or vested in any municipality or public authority to control or regulate any Property or to use such Property in any manner, which rights do not materially impair the use of such Property or materially and adversely affect the value thereof;

(11) any Lien on Property described on Schedule B to this Loan Agreement which is existing on the date of the execution and delivery of this Loan Agreement, including renewals or refinancings thereof, provided that no such Lien may be extended or modified to apply to any Property of the Institution not subject to such Lien on such date, unless such Lien as so extended or modified otherwise qualifies as a Permitted Encumbrance hereunder;

(12) any Lien (other than a Lien (i) on Property which is part of the Premises, (ii) on current assets, or (iii) on accounts receivable) securing Non-Recourse Indebtedness;

(13) any Lien on Property (other than a Lien on Property which is part of the Premises) acquired by the Institution if the assumption of the Indebtedness secured by the Lien by the Institution is Permitted Indebtedness permitted under the provisions of Section 5.17 hereof, and if an Officer’s Certificate is delivered to the Authority and the Trustee certifying that (A) the Lien and the Indebtedness secured thereby were created and incurred by a Person other than the Institution prior to the acquisition of such Property by the Institution, (B) the Lien was created prior to the decision of the Institution to acquire the Property and was not created for the purpose of enabling the Institution to avoid the limitations hereof on the creation of Liens on Property of the Institution and (C) the Lien attaches solely to the Property acquired and such Lien does not by its terms extend, automatically or otherwise, to any other Property of the Institution;

(14) any Lien on Property, other than a Lien on the Property described in the following paragraph, if, prior to the creation of such Lien or the acquisition of Property subject to such Lien, an Officer’s Certificate is delivered to the Authority and the Trustee certifying that after giving effect to the Lien, the value of all Property which is subject to a Lien permitted in accordance with this paragraph will not exceed five percent (5%) of the value of all Property of the Institution at the close of the immediately preceding Fiscal Year;

(15) any Lien on inventory, accounts receivable, or pledges of gifts or grants to be received in the future, which Lien secures either Short-Term Indebtedness or Non-Recourse Indebtedness if, prior to the creation of such Lien or the acquisition of Property subject to such Lien an Officer’s Certificate is delivered to the Authority and the Trustee certifying that after giving effect to the Lien, the value of the Property which is subject to such Lien will not exceed five percent (5%) of the value of all Property of the Institution at the close of the immediately preceding Fiscal Year;

(16) any Lien representing rights of setoff and banker’s liens with respect to funds on deposit in a financial institution in the ordinary course of business;

(17) any Lien on Property received by the Institution through gifts, grants or bequests, such Liens being due to restrictions imposed by the donor on such gifts, grants or bequests of Property or the income thereon;

(18) any Lien in favor of a trustee on the proceeds of Indebtedness prior to the application of such proceeds;

(19) any Lien on accounts receivable securing or deemed to secure any Indebtedness incurred.

(c) In addition to the provisions of paragraphs (a) and (b) above, the Institution may create or suffer to be created or exist a Lien upon the Premises, or the equipment located on the Premises, in favor of the holder of any Indebtedness, without the consent of the Authority, if a Lien on a parity therewith is effectively granted in favor of the Holders of all Bonds and Parity Debt.

E-7 5.15. Permitted Dispositions. (a) The Institution covenants that, except for Permitted Dispositions described in paragraph (b) of this Section 5.15, the Institution shall not, without the prior written consent of the Authority, sell, lease (as lessor), remove, transfer, convey or otherwise dispose of any of the Institution’s Property.

(b) Permitted Dispositions shall include only the following:

(1) the disposition of Property if the value of such Property disposed of in any one Fiscal Year is less than five percent (5%) of the value of all Property at the close of the immediately preceding Fiscal Year;

(2) the disposition of Property if the value of such Property disposed of in any one Fiscal Year equals or exceeds five percent (5%) of the value of all Property at the close of the immediately preceding Fiscal Year; provided, however, that an Officer’s Certificate is delivered to the Authority demonstrating that (i)(A) such Property has become inadequate, obsolete, worn out, unprofitable or unnecessary for the Institution’s operations; or (B) such Property shall be disposed of at not less than one hundred percent (100%) of the greater of the full book value or fair market value thereof; and (ii) such disposition will not materially impair the ability of the Institution to provide adequate higher educational facilities and services and will not impair the ability of the Institution to make full and timely payments when due under this Loan Agreement and the other Institution Documents;

(3) the disposition of Property in the case of any proposed or potential condemnation or taking for public or quasi-public use of the Property or any portion thereof; provided that the proceeds of any such condemnation or taking shall be applied in the manner set forth in Section 4.2 of this Loan Agreement;

(4) the disposition of Property in the ordinary course of business;

(5) the disposition of Property if such Property is replaced promptly by other Property of comparable utility or worth or if the Institution otherwise receives fair market value therefor;

(6) with the prior written consent of the Authority, which consent shall not be unreasonably withheld, the disposition of Property to any Person, provided that prior to the disposition the Authority shall have been provided with evidence to the effect that one of the provisions of the Transaction Test shall have been satisfied; provided, that in calculating the Transaction Test, income or other revenues derived from the Property to be disposed of, and such Property, shall not be included in calculating such test;

(7) the disposition of Property constituting the sale, assignment or other disposition of accounts receivable to a Person, provided that the transaction is commercially reasonable and for consideration deemed reasonably fair and adequate, both as certified in an Officer’s Certificate delivered to the Authority and the Trustee.

5.16. Permitted Releases. (a) The Authority and the Institution covenant that, except for Permitted Releases described in paragraph (b) of this Section 5.16, the Authority and the Institution shall not, without the prior written consent of the Authority, release any of the Property from the covenants against Liens set forth in Section 5.14 hereof.

(b) Permitted Releases shall include only the following:

(1) a release made with respect to the Premises that are to be disposed of in conjunction with a Permitted Disposition of the Premises;

(2) a release made with respect to the Premises that are permitted to be disposed of, but in fact are not to be disposed of, in accordance with the provisions of this Loan Agreement relating to Permitted Dispositions;

(3) a release made with respect to the Property; provided that prior to the effective date of such release the Authority and the Trustee shall have been provided with evidence to the effect that one of the provisions of the Transaction Test shall have been satisfied, calculated with respect to any applicable Historic Test Period as if the release had occurred at the beginning of such Historic Test Period.

E-8 (c) The Trustee is authorized to cooperate with the Authority and the Institution to implement any such Permitted Release.

5.17. Permitted Indebtedness. (a) The Institution covenants that, except for Permitted Indebtedness described in paragraph (b) of this Section 5.17, the Institution shall not, without the prior written consent of the Authority, incur any Indebtedness, directly, indirectly or contingently.

(b) Permitted Indebtedness shall include only the following:

(1) Long-Term Indebtedness; or

(2) Short-Term Indebtedness;

(3) Guarantees;

(4) any Indebtedness represented by a letter of credit reimbursement agreement or other similar reimbursement agreement entered into by the Institution and a financial institution providing either a liquidity or credit support with respect to any other Indebtedness incurred in accordance with any other provision of this Section 5.17(b);

(5) any interim Indebtedness with respect to the Project for which money is available therefor in the Construction Fund;

(6) any Indebtedness (or obligations not for borrowed money), which Indebtedness or obligation is not generally treated as indebtedness, such as obligations for employee benefit plans, social security alternative plans, self-insurance programs, captive insurance companies and unemployment insurance liabilities;

(7) Completion Indebtedness, to the extent that there is submitted to the Authority and the Trustee a certificate of an architect to the effect that the net proceeds of such proposed Completion Indebtedness is needed for the completion of the construction or equipping of the facilities in question;

(8) Long-Term Indebtedness incurred for the purpose of refunding, including advance refunding, any outstanding Long-Term Indebtedness;

(9) any Indebtedness not mentioned in any other subsection of this Section 5.17 incurred in the ordinary course of business;

(10) Non-Recourse Indebtedness;

(11) Subordinated Indebtedness; and

(12) Indebtedness in the form of installment purchase contracts, leases, purchase money mortgages, loans, sale agreements or other typical borrowing instruments.

5.19. Permitted Reorganizations. (a) The Institution covenants that, except for Permitted Reorganizations described in paragraph (b) of this Section 5.19, the Institution shall not, without the prior written consent of the Authority, merge, consolidate or reorganize with any other corporation, have its members or sole member replaced, replace its members or sole member, or otherwise change or transfer or allow the change or transfer of control of the Institution, or transfer all or substantially all Property of the Institution to any other corporation or entity.

(b) Permitted Reorganizations shall include only the following:

(1) with the prior written consent of the Authority, which consent shall not be unreasonably withheld, a merger, consolidation or reorganization in which (i) the corporation (the “Surviving Institution”) surviving such merger or resulting from such consolidation or transfer of assets and owning and operating the Project (if other

E-9 than the Institution) has expressly assumed in writing all of the obligations of and restrictions on the Institution contained in this Loan Agreement and the other Institution Documents; (ii) the Surviving Institution is incorporated under the laws of the State of Connecticut, organized in accordance with Section 501(c)(3) of the Code, and qualifies as a “participating institution for higher education” under the Act; (iii) the Surviving Institution shall have a net worth (excluding restricted fund balances) of not less than ninety percent (90%) of the net worth (excluding restricted fund balances) of the Institution prior to the consolidation, merger, or transfer of assets; (iv) the Transaction Test shall have been satisfied; (v) confirmation to the effect that the rating(s) on the Bonds shall not be lowered or withdrawn as a result of the implementation of such Permitted Reorganization shall have been received by the Authority and the Trustee; (vi) immediately prior to, and after giving effect to, the transaction, no Event of Default shall exist; (vii) the Institution, at its own expense, shall furnish the Authority with an Opinion of Bond Counsel to the effect that such merger, consolidation or sale of assets does not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes; and (viii) all licenses then currently in existence for the Project will be maintained by the Surviving Institution after giving effect to the transaction.

(c) In case of any such consolidation, merger or reorganization and upon any such assumption by the Surviving Institution, such Surviving Institution shall succeed to and be substituted for its predecessor, with the same effect as if it had been named herein as the Institution.

(d) In case of any such consolidation, merger or reorganization such changes in phraseology and form (but not in substance) may be made in any Notes thereafter to be issued as may be appropriate.

5.20. Debt Service on Balloon Indebtedness. For purposes of the computation of the Long-Term Debt Service Requirement or Annual Debt Service, whether historic or projected, Balloon Indebtedness shall be deemed to be Indebtedness which, at the later of the date of its original incurrence or the date of calculation, amortized, on a level debt service basis, over twenty (20) years, with level annual debt service, at a rate of interest equal to that derived from the Bond Index, as determined by an Officer’s Certificate.

5.21. Debt Service on Variable Rate Indebtedness. For purposes of the computation of the projected (but not historic) Long-Term Debt Service Requirement or Annual Debt Service, Variable Rate Indebtedness shall be deemed Indebtedness which bears interest at a rate derived from the Bond Index, all as determined by an Officer’s Certificate.

5.22. Debt Service on Discount Indebtedness. For purposes of the computation of the Long-Term Debt Service Requirement or Annual Debt Service, whether historic or projected, the amount of principal represented by Discount Indebtedness shall, at the election of the Institution, be deemed to be the accreted value of such Indebtedness computed on the basis of a constant yield to maturity.

5.23. Additional Parity Debt. The Institution, with the consent and approval of the Authority, which consent shall not be unreasonably withheld, and subject to the satisfaction of the applicable provisions of Section 5.17 above, reserves the right to issue additional Indebtedness as Parity Debt or otherwise.

INFORMATION AND REPORTING REQUIREMENTS

6.2. Financial Statements. The Institution shall furnish to the Authority and the Trustee within 120 days after the end of each Fiscal Year, audited financial statements and operating data of the Institution for the most recent prior Fiscal Year prepared in accordance with generally accepted accounting principles (or describing any exceptions therefrom).

6.3. Continuing Disclosure. (a) The Institution shall furnish to the Authority, the Trustee and the Municipal Securities Rulemaking Board (“MSRB”) (1) notice of any of the events described in subsection (b)(5)(i)(C) of Rule 15c2-12 adopted by the Securities and Exchange Commission (the “Rule”), as such Rule may be amended from time to time, and (2) notice of the failure of the Institution to provide the annual financial information in the manner and as described in the next subsection of this Loan Agreement.

E-10 (b) The Institution shall furnish, and shall cause each “obligated person” as defined in the Rule to furnish to the Authority, the Trustee, the MSRB, and upon request, the owners of the Bonds and such other parties as the Authority may designate, at the times required by the Continuing Disclosure Agreement, financial information (including operating data) of the Institution, of the type included in the final Official Statement for the Bonds, including but not limited to audited financial statements of the Institution for the most recent prior Fiscal Year prepared in accordance with generally accepted accounting principles (or describing any exceptions therefrom) and the information set forth in the Continuing Disclosure Agreement. The Institution shall take all actions and furnish any other information necessary to comply with the Rule and the Continuing Disclosure Agreement.

6.7. Annual Budget. The Institution agrees that it shall submit, for each Fiscal Year of the Institution during the period when the Bonds are Outstanding, to the Authority and, after the occurrence of an Event of Default or if requested by the Trustee, the Trustee, preliminary and final budgets for the operation and cash flow of the Institution for each such Fiscal Year, prior to the beginning of each Fiscal Year with respect to the preliminary budget, and within thirty (30) days after the beginning of each Fiscal Year with respect to the final budget.

REPRESENTATIONS OF INSTITUTION

7.1. Tax Law Representations. The Institution represents that: (i) it is an organization described in Section 501(c)(3) of the Code, or corresponding provisions of prior law and that it is not a “private foundation” as defined in the Code; (ii) it has received a letter or letters from the Internal Revenue Service to such effect; (iii) such letter or letters have not been modified, limited or revoked; (iv) it is in compliance with all terms, conditions and limitations, if any, contained in such letter; (v) the facts and circumstances which formed the basis of such letter as represented to the Internal Revenue Service continue to substantially exist; (vi) it is exempt from federal income taxes under Section 501(a) of the Code; and (vii) it has adopted, or will adopt promptly following the issuance of the Bonds, written procedures or guidelines to ensure that the Bonds will remain in compliance with federal tax requirements after their issuance.

7.2. Securities Law Representations. The Institution represents that it is an organization organized and operated: (i) exclusively for educational or charitable purposes; (ii) not for pecuniary profit; and (iii) no part of the net earnings of which inures to the benefit of any person, private stockholder or individual, all within the meaning, respectively, of the Securities Act of 1933, as amended, and of the Securities Exchange Act of 1934, as amended.

7.3. The Premises. The Institution represents that the Premises of the Institution currently complies (except as set forth in the Hazardous Substance Agreement) in all material respects, with all applicable restrictive covenants, applicable zoning and subdivision ordinances and building codes, all applicable health and environmental laws and regulations and all other applicable laws, rules and regulations.

7.4. Compliance with Law. The Institution represents that it is in compliance in all material respects with all federal, state and local laws, regulations and ordinances relating to its business, the Project, the Premises, and its facilities including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and all Equal Employment Opportunity Laws and other applicable laws and regulations relating to nondiscrimination in employment and employment opportunities.

7.5. Eligible Borrower. The Institution represents that it is a “participating institution for higher education” under the Act.

EVENTS OF DEFAULT; REMEDIES

8.1. Events of Default. As used herein an “Event of Default” exists if any of the following occurs and is continuing:

(a) Principal, Interest, Premium, etc. Failure by the Institution to make when due any payment required under subsection (a), (b) or (c) of Section 2.2 hereof or failure by the Institution to pay in full any payment of principal of or interest on the Note when due; or

E-11 (b) Other Payments. Failure by the Institution to pay when due any amount required to be paid under this Loan Agreement (other than any amount referred to in subsection (a), (b) or (c) of Section 2.2 hereof or any amount of principal of or interest due on the Note), which failure continues for a period of ten (10) days; or

(c) Covenants, Representations, etc. Failure by the Institution to observe and perform any covenant, condition or agreement in the Institution Documents (other than the Continuing Disclosure Agreement or under Section 6.3 hereof) on its part to be observed or performed, or failure of any representation made by the Institution in the Institution Documents (other than the Continuing Disclosure Agreement or under Section 6.3 hereof) to be correct in all material respects, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Institution by the Trustee or to the Institution and the Trustee by the Authority; provided, however, that if such performance, observation or compliance requires work to be done, action to be taken, or conditions to be remedied which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such 30-day period, no Event of Default shall be deemed to have occurred or to exist if, and so long as, in the sole judgment of the Authority, the Institution shall in good faith commence such performance, observation or compliance within such period and shall diligently and continuously prosecute the same to completion; or

(d) Bankruptcy, Insolvency, etc. The Institution shall make an assignment for the benefit of creditors or be generally unable to pay its debts as they become due; or a decree or order appointing a receiver, custodian or trustee for the Institution, for the Premises, or for substantially all of the Institution’s properties shall be entered and, if entered without its consent, remain in effect for more than sixty (60) days; or the Institution shall commence a voluntary case under any law relating to bankruptcy, insolvency, reorganization or other relief of debtors or any such case of an involuntary nature is filed against it and is consented to by it or, if not consented to, is not dismissed within sixty (60) days; or

(e) Undischarged Final Judgment. Final judgment for the payment of money in an aggregate amount at least equal to two percent (2%) of the Institution’s Operating Revenues at the end of the most recent Fiscal Year, shall be rendered against the Institution and at any time after thirty (30) days from the entry thereof, (a) such judgment shall not have been discharged, or (b) the Institution shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, and have caused the execution of or levy under such judgment, order, decree or process or the enforcement thereof to have been stayed pending determination of such appeal; or

(f) Liquidation, etc. Except to the extent permitted by Section 5.19 hereof, the Institution shall liquidate or dissolve its affairs, or dispose of or transfer all or substantially all of its assets; or

(g) Default Under Other Agreements. An event of default shall have occurred under any other agreement or lease (after the expiration of any applicable grace periods) to which the Authority and the Institution are parties; or

(h) Indenture Event of Default. An Event of Default (as defined in the Indenture) shall have occurred under the Indenture; or

(i) Default With Respect to Other Indebtedness. The Institution shall default in the payment of any other Indebtedness (other than the Note), whether such Indebtedness now exists or shall hereafter be created, and any period of grace with respect thereto shall have expired, or an event of default as defined in any mortgage, indenture or instrument, under which there may be issued, or by which there may be secured or evidenced, any Indebtedness, whether such Indebtedness now exists or shall hereafter be created, shall occur, which default in payment or event of default shall be in respect of (a) any Parity Debt or (b) any Indebtedness in an aggregate principal amount of at least two percent (2%) of the Institution’s Operating Revenues at the end of the most recent Fiscal Year, where the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders thereof (or a trustee on behalf of such holders) to cause such Indebtedness to become due prior to its stated maturity; provided, however that such default shall not constitute an Event of Default within the meaning of this Section if within the time allowed for service of a responsive pleading in any proceeding to enforce payment of such Indebtedness under the laws of Connecticut or other laws governing such proceeding (i) the Institution in good faith commences proceedings to contest the existence or payment of such Indebtedness, (ii) sufficient moneys are escrowed with a bank or trust

E-12 corporation for the payment of such Indebtedness, and (iii) the Institution delivers an Officer’s Certificate to the Authority and the Trustee certifying that the Institution has complied with clauses (i) and (ii); or

(j) Liens, etc. Except as consented to by the Authority in writing, any lien, encumbrance or other charge (other than a Permitted Encumbrance) is created, granted or suffered by the Institution against the Premises of the Institution, including statutory and other liens of mechanics, workers, contractors, subcontractors, suppliers, or taxing authorities; provided, however, that tax or other liens shall not constitute an Event of Default hereunder (a) if the Institution is contesting the imposition of such tax or lien in good faith and in accordance with law and the Institution delivers an Officer’s Certificate to the Authority and the Trustee so certifying; or (b) if the amounts secured by any such lien for taxes or special assessments, is not then delinquent; or

(k) Delay or Discontinuance. The acquisition, construction, improvement, equipping, renovation or repair of the Project is abandoned or discontinued or delayed for a length of time or in a manner which the Authority believes threatens the ability of the Institution to repay the loan made hereunder or threatens the exclusion from gross income of the interest on the Bonds.

8.2. Remedies. (a) Upon the occurrence and continuance of any Event of Default hereunder and further upon the condition that, in accordance with the terms of the Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any provision of the Indenture, the loan payments required by subsections (a), (b) and (c) of Section 2.2 hereof and the payments required by the Note shall, without further action, become and be immediately due and payable.

(b) Upon the occurrence and continuance of any Event of Default hereunder, the Authority may, and the Trustee shall at the direction of the Authority, take any action at law or in equity to collect any payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Institution hereunder or to protect the interests securing the same, and the Authority may, and the Trustee shall at the direction of the Authority, without limiting the generality of the foregoing, exercise any or all rights and remedies given hereby or available hereunder and may take any action at law or in equity to collect any payments then due or thereafter to become due, or to enforce performance of any obligation, agreement or covenant of the Institution hereunder or under the Note.

(c) Any amounts collected from the Institution pursuant to this Section 8.2 shall be applied in accordance with the Indenture.

(d) The Authority and the Institution agree that, upon the occurrence of an Event of Default, while the Authority does not have the right of foreclosure, the Authority may pursue any such remedies as are available to it hereunder and under Connecticut law.

(e) Any and all amounts due hereunder may be declared by the Authority to be immediately due and payable whether or not the Bonds shall have been declared to be due and payable; provided that if the Bonds have been declared to be due and payable in accordance with the terms of the Indenture, the amounts due hereunder under subsections (a), (b) and (c) of Section 2.2 hereof shall, as provided in Section 8.2(a) above, without further action, become and be immediately due and payable.

8.3. Remedies Not Exclusive. All rights and remedies herein given or granted to the Authority are cumulative, non-exclusive and in addition to any and all rights and remedies that the Authority may have or be given by reason of any law, statute, ordinance or otherwise.

MISCELLANEOUS

10.2. Amendment. The Authority hereby reserves the right, together with the Institution, with the consent of the Trustee (given at the direction of the Authority, but the Trustee need not consent if the Trustee’s duties, obligations or liabilities are affected thereby) and to the extent permitted by Section 6.5 of the Indenture: (i) to amend or modify the terms of this Loan Agreement and the Note in any respect consistent with the Act, (ii) to extend the term of the Loan Agreement or the Note or the time for making any payment hereunder or thereunder, or

E-13 (iii) to continue to make construction advances after the initial completion date for the Project; provided, however, the Authority shall have the unilateral right to amend or modify any provision of Section 4.1. The Institution covenants and agrees to send a copy of each amendment or modification of this Loan Agreement and the Note to the Trustee.

10.4. Term of Loan Agreement. This Loan Agreement shall remain in full force and effect from the effective date of this Loan Agreement, which shall be the date of delivery of the Bonds authorized under the Indenture, until the date on which the principal of and redemption premium, if any, and interest on the Bonds and any other costs of the Authority and the Trustee with respect to the Bonds shall have been fully paid or provision for the payment thereof shall have been made as provided by the Indenture, at which time the Authority shall release and cancel this Loan Agreement and the Note. The foregoing shall not affect the validity and continuing effectiveness of any of the provisions hereof which by their terms survive the expiration of this Loan Agreement.

E-14 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING University of Hartford Issue, Series A dated July 1, 1966 $4,100,000 $4,100,000 $0 Middlesex Memorial Hospital Issue, Series A dated July 1, 1967 9,300,000 9,300,000 0 Danbury Hospital Issue, Series A dated July 1, 1968 8,500,000 8,500,000 0 Mount Sinai Hospital Issue, Series A dated July 1, 1968 11,450,000 11,450,000 0 New Britain General Hospital Issue, Series A dated July 1, 1968 5,540,000 5,540,000 0 New Haven College Issue, Series A dated July 1, 1968 2,950,000 2,950,000 0 Rockville General Hospital Issue, Series A dated July 1, 1968 3,400,000 3,400,000 0 Lawrence and Memorial Hospitals Issue, Series A dated July 1, 1969 5,380,000 5,380,000 0 University of Hartford Issue, Series B dated July 1, 1969 6,680,000 6,680,000 0 Danbury Hospital Issue, Series B dated July 1, 1970 1,500,000 1,500,000 0 Waterbury Hospital Issue, Series A dated July 1, 1970 10,950,000 10,950,000 0 Windham Hospital Issue, Series A dated July 1, 1970 3,860,000 3,860,000 0 Yale University Issue, Series A dated July 1, 1970 2,440,000 2,440,000 0 Yale University Issue, Series B dated July 1, 1970 12,300,000 12,300,000 0 Charlotte Hungerford Hospital Issue, Series A dated July 1, 1971 2,400,000 2,400,000 0 St. Francis Hospital Issue, Series A dated July 1, 1971 16,700,000 16,700,000 0 University of Bridgeport Issue, Series A dated July 1, 1971 7,500,000 7,500,000 0 Yale-New Haven Hospital Issue, Series A dated July 1, 1971 9,250,000 9,250,000 0 Wesleyan University Issue, Series A dated July 1, 1972 30,550,000 30,550,000 0 Yale University Issue, Series C dated July 1, 1972 2,780,000 2,780,000 0 St. Vincent's Hospital Issue, Series A dated July 1, 1973 23,450,000 23,450,000 0 Middlesex Memorial Hospital Issue, Series B dated July 1, 1974 8,220,000 8,220,000 0

F1 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Norwalk Hospital Issue, Series A dated March 1, 1976 13,800,000 13,800,000 0 Danbury Hospital Issue, Series C-1976 dated July 1, 1976 19,750,000 19,750,000 0 Yale University Issue, Series D dated July 1, 1976 16,400,000 16,400,000 0 Fairfield University Issue, Series A dated July 1, 1977 4,150,000 4,150,000 0 Trinity College Issue, Series A dated July 1, 1977 6,000,000 6,000,000 0 Yale-New Haven Hospital Issue, Series B-1979 dated July 1, 1979 59,500,000 59,500,000 0 Hartford Hospital Issue, Series A dated September 12, 1979 1,800,000 1,800,000 0 St. Mary's Hospital Issue, Series A dated January 1, 1980 25,985,000 25,985,000 0 Fairfield University Issue, Series B dated July 1, 1980 4,680,000 4,680,000 0 Connecticut Hospice Issue, Series A dated July 16, 1980 1,450,000 1,450,000 0 Quinnipiac College Issue, Series A dated October 22, 1980 1,900,000 1,900,000 0 University of New Haven Issue, Series B dated April 15, 1981 5,210,000 5,210,000 0 Manchester Memorial Hospital Issue, Series A dated June 1, 1981 14,800,000 14,800,000 0 Meriden-Wallingford Hospital Issue, Series A dated July 1, 1981 24,200,000 24,200,000 0 Fairfield University Issue, Series C dated November 12, 1981 3,500,000 3,500,000 0 Yale-New Haven Hospital Issue, Series C-1981 dated March 1, 1982 6,500,000 6,500,000 0 Community Health Care Center Plan Issue, Series A dated December 22, 1982 2,500,000 2,500,000 0 Yale University Issue, Series E dated February 9, 1983 28,500,000 28,500,000 0 Yale University Issue, Series F dated March 1, 1983 30,250,000 30,250,000 0 Wesleyan University Issue, Series B dated March 15, 1983 16,175,000 16,175,000 0 Danbury Hospital Issue, Series D dated April 15, 1983 49,995,000 49,995,000 0

F2 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

William W. Backus Hospital Issue, Series A dated November 22, 1983 3,060,000 3,060,000 0 Connecticut College Issue, Series A dated January 1, 1984 4,250,000 4,250,000 0 Stamford Hospital Issue, Series A dated May 1, 1984 19,410,000 19,410,000 0 Hospital of St. Raphael Issue, Series A dated October 1, 1984 45,030,000 45,030,000 0 Fairfield University Issue, Series D dated November 20, 1984 2,300,000 2,300,000 0 Hospital Equipment Issue, Series A dated March 1, 1985 14,530,000 14,530,000 0 University of New Haven Issue, Series C dated June 27, 1985 2,275,000 2,275,000 0 Yale-New Haven Hospital Issue, Series D dated July 1, 1985 45,900,000 45,900,000 0 Yale University Issue, Series G,H,I and J dated October 15, 1985 90,400,000 90,400,000 0 Yale-New Haven Hospital Issue, Series E dated November 1, 1985 15,000,000 15,000,000 0 William W. Backus Hospital Issue, Series B dated November 15, 1985 4,860,000 4,860,000 0 Hartford Graduate Center Issue, Series A dated November 20, 1985 5,700,000 5,700,000 0 Trinity College Issue, Series B dated December 30, 1985 10,700,000 10,700,000 0 Center for Continuing Care Center of Greater Stamford Issue, Series A dated May 1, 1986 8,015,000 8,015,000 0 Manchester Memorial Hospital Issue, Series B dated November 15, 1986 15,325,000 15,325,000 0 Hebrew Home and Hospital Issue, Series A dated January 1, 1987 21,760,000 21,760,000 0 Yale University Issue, Series K dated March 1, 1987 34,290,000 34,290,000 0 Fairfield University Issue, Series E dated July 1, 1987 15,575,000 15,575,000 0 Capital Asset Pool Issue, Series A dated February 1, 1988 10,930,000 10,930,000 0 University of Hartford Issue, Series C dated April 1, 1988 61,915,000 61,915,000 0 Yale University Issue, Series L,M,N,O dated July 28, 1988 90,000,000 90,000,000 0

F3 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

St. Mary's Hospital Issue, Series B dated August 15, 1988 33,645,000 33,645,000 0 Wesleyan University Issue, Series C dated September 22, 1988 38,300,000 38,300,000 0 Bradley Health Care Issue, Series A dated December 1, 1988 7,385,000 7,385,000 0 Hospital of Saint Raphael Issue, Series B & C dated December 1, 1988 72,440,000 72,440,000 0 Kingswood-Oxford School Issue, Series A dated April 15, 1989 2,800,000 2,800,000 0 Lutheran General Health Care System dated April 15, 1989 10,650,000 10,650,000 0 Stamford Hospital Issue, Series B dated June 1, 1989 10,450,000 10,450,000 0 Yale University Issue, Series P dated September 27, 1989 6,350,000 6,350,000 0 Fairfield University Issue, Series F dated October 1, 1989 11,700,000 11,700,000 0 Capital Asset Pool Issue, Series B dated November 1, 1989 23,275,000 23,275,000 0 Quinnipiac College Issue, Series B dated November 15, 1989 11,340,000 11,340,000 0 Manchester Memorial Hospital Issue, Series C dated January 15, 1990 5,005,000 5,005,000 0 Lawrence and Memorial Hospital Issue, Series B dated February 1,1990 9,295,000 9,295,000 0 Bristol Hospital Issue, Series A dated March 1, 1990 18,250,000 18,250,000 0 Taft School Issue, Series A dated April 15, 1990 11,870,000 11,870,000 0 Windham Hospital Issue, Series B dated June 13, 1990 20,600,000 20,600,000 0 Loomis Chaffee School Issue, Series A dated June 28, 1990 7,000,000 7,000,000 0 St. Mary's Hospital Issue, Series C dated August 1, 1990 18,980,000 18,980,000 0 Charlotte Hungerford Hospital Issue, Series B dated September 20, 1990 10,900,000 10,900,000 0 Quinnipiac College Issue, Series C dated November 1, 1990 4,000,000 4,000,000 0 Waterbury Hospital Issue, Series B dated November 1, 1990 20,130,000 20,130,000 0

F4 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Yale-New Haven Hospital Issue, Series F dated November 1, 1990 124,395,000 124,395,000 0 Kent School Issue, Series A dated December 1, 1990 26,000,000 26,000,000 0 Capital Asset Issue, Series C dated December 1, 1990 13,180,000 13,180,000 0 Hospital of Saint Raphael Issue, Series D & E dated April 1, 1991 20,280,000 20,280,000 0 Stamford Hospital Issue, Series C, D & E dated May 1, 1991 22,240,000 22,240,000 0 Connecticut College Issue, Series B dated August 31, 1991 5,800,000 5,800,000 0 Danbury Hospital Issue, Series E dated September 1, 1991 37,620,000 37,620,000 0 Sharon Health Care, Inc. Issue, Series A dated November 1, 1991 7,290,000 7,290,000 0 New Britain Memorial Hospital Issue, Series A dated December 1, 1991 44,805,000 44,805,000 0 Tolland County Health Care, Inc. Issue, Series A dated December 1, 1991 8,900,000 8,900,000 0 Johnson Evergreen Corporation Issue, Series A dated January 1, 1992 8,590,000 8,590,000 0 Saint Francis Hospital Issue, Series B dated January 1, 1992 27,845,000 27,845,000 0 Hospital of Saint Raphael Issue, Series F & G dated January 1, 1992 28,025,000 28,025,000 0 Middlesex Hospital Issue, Series C,D,E,F & G dated March 1, 1992 38,940,000 38,940,000 0 Bridgeport Hospital Issue, Series A dated March 1, 1992 25,890,000 25,890,000 0 Yale-New Haven Hospital Issue, Series G dated April 1, 1992 34,315,000 34,315,000 0 Lawrence and Memorial Hospital, Series C dated April 1, 1992 51,950,000 51,950,000 0 Norwalk Health Care Issue, Series A dated May 1, 1992 13,060,000 13,060,000 0 Norwalk Hospital Issue, Series B, C & D dated May 15, 1992 23,100,000 23,100,000 0 Trinity College Issue, Series C dated July 1, 1992 20,370,000 20,370,000 0 Yale University Issue, Series Q & R dated August 3, 1992 87,600,000 87,600,000 0

F5 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

William W. Backus Hospital Issue, Series C dated September 1, 1992 14,700,000 14,700,000 0 University of Hartford Issue, Series D dated October 1, 1992 76,720,000 76,720,000 0 Sacred Heart University Issue, Series A dated November 1, 1992 6,160,000 6,160,000 0 Manchester Memorial Hospital Issue, Series D dated February 1, 1993 8,430,000 8,430,000 0 Griffin Hospital Issue, Series A dated March 1, 1993 30,285,000 30,285,000 0 The Taft School Issue, Series B dated July 1, 1993 13,425,000 13,425,000 0 Quinnipiac College Issue, Series D dated August 1, 1993 50,700,000 50,700,000 0 Fairfield University Issue, Series G dated September 15, 1993 25,255,000 25,255,000 0 Sacred Heart University Issue, Series B dated October 1, 1993 12,500,000 12,500,000 0 Saint Francis Hospital Issue, Series C dated October 1, 1993 110,505,000 110,505,000 0 Forman School Issue, Series A dated November 12, 1993 4,000,000 4,000,000 0 Hospital of Saint Raphael Issue, Series H & I dated November 1, 1993 73,575,000 73,575,000 0 Lawrence and Memorial Hospital Issue, Series D dated December 1, 1993 58,165,000 58,165,000 0 New Britain General Hospital Issue, Series B dated April 1, 1994 48,870,000 48,870,000 0 Trinity College Issue, Series D dated April 1, 1994 17,000,000 17,000,000 0 Newington Children's Hospital Issue, Series A dated August 15, 1994 53,750,000 53,750,000 0 Choate Rosemary Hall Issue, Series A dated November 15, 1994 25,070,000 25,070,000 0 Pomfret School Issue, Series A dated January 25, 1995 7,785,000 7,785,000 0 The Loomis Chaffee School Issue, Series B dated January 1, 1995 10,260,000 10,260,000 0 Bridgeport Hospital Issue, Series B dated April 12, 1995 31,500,000 31,500,000 0 Kent School Issue, Series B dated July 1, 1995 26,915,000 26,915,000 0

F6 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Day Kimball Hospital Issue, Series A dated November 1, 1995 19,150,000 19,150,000 0 Bridgeport Hospital Issue, Series C dated December 1, 1995 54,805,000 54,805,000 0 Danbury Hospital Issue, Series F dated January 1, 1996 20,000,000 20,000,000 0 Greenwich Academy Issue, Series A dated March 1, 1996 16,000,000 16,000,000 0 Greenwich Hospital Issue, Series A dated March 1, 1996 62,905,000 62,905,000 0 Sacred Heart University Issue, Series C dated April 1, 1996 35,395,000 35,395,000 0 Westminster School Issue, Series A dated May 1, 1996 10,195,000 10,195,000 0 University of New Haven Issue, Series D dated May 1, 1996 24,400,000 24,400,000 0 Taft School Issue, Series C dated June 1, 1996 16,730,000 16,730,000 0 Trinity College Issue, Series E dated July 1, 1996 35,000,000 35,000,000 0 Yale-New Haven Hospital Issue, Series H dated July 1, 1996 120,240,000 120,240,000 0 Veterans Memorial Medical Center, Series A dated August 1, 1996 69,785,000 69,785,000 0 The Loomis Chaffee School Issue, Series C dated August 1, 1996 11,435,000 11,435,000 0 Stamford Hospital Issue, Series F dated October 15, 1996 23,645,000 23,645,000 0 Windham Hospital Issue, Series C dated December 1, 1996 20,200,000 20,200,000 0 Connecticut College Issue, Series C dated January 1, 1997 33,620,000 33,620,000 0 Yale University Issue, Series S dated April 3, 1997 135,865,000 0 135,865,000 Sacred Heart University Issue, Series D dated April 1, 1997 6,185,000 6,185,000 0 William W. Backus Hospital Issue, Series D dated April 1, 1997 17,240,000 17,240,000 0 St. Mary's Hospital Issue, Series D & E dated May 1, 1997 47,150,000 47,150,000 0 Choate Rosemary Hall Issue, Series B dated June 15, 1997 33,075,000 33,075,000 0 Edgehill Issue, Series A & B dated July 1, 1997(Ser. A) July 23, 1997(Ser. B) 84,370,000 84,370,000 0

F7 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Suffield Academy Issue, Series A dated September 1, 1997 8,070,000 8,070,000 0 Sharon Hospital Issue, Series A dated September 30,1997 7,610,000 7,610,000 0 Middlesex Hospital Issue, Series H & I dated September 1, 1997 55,440,000 55,440,000 0 Yale University Issue, Series T dated November 5, 1997 250,000,000 125,000,000 125,000,000 Hospital for Special Care Issue, Series B dated December 1, 1997 69,795,000 69,795,000 0 Masonicare Issue, Series A dated December 1, 1997 53,045,000 53,045,000 0 Bradley Health Care Issue, Series B Jerome Home Issue, Series C dated December 22, 1997 23,410,000 23,410,000 0 Hospital of St. Raphael Issue, Series J & K dated January 8, 1998 28,800,000 28,800,000 0 Trinity College Issue, Series F dated April 1, 1998 41,570,000 34,695,000 6,875,000 Masonicare Issue, Series B dated May 1, 1998 11,085,000 11,085,000 0 Taft School Issue, Series D dated May 1, 1998 17,060,000 17,060,000 0 New Opportunities for Waterbury Issue, Series A & B dated April 15, 1998 5,795,000 5,795,000 0 Hopkins School Issue, Series A dated June 1, 1998 10,000,000 10,000,000 0 Canterbury School Issue, Series A dated August 1, 1998 10,230,000 10,230,000 0 Charlotte Hungerford Hospital Issue, Series C dated August 14, 1998 14,340,000 14,340,000 0 William W. Backus Hospital Issue, Series E dated August 1, 1998 13,655,000 13,655,000 0 Fairfield University Issue, Series H dated July 15, 1998 28,000,000 28,000,000 0 Salisbury School Issue, Series A dated October 1, 1998 16,135,000 16,135,000 0 Sacred Heart University Issue, Series E dated December 1, 1998 76,020,000 76,020,000 0 Quinnipiac College Issue, Series E dated December 1, 1998 59,660,000 59,660,000 0 Hebrew Home and Hospital Issue, Series B dated January 1, 1999 19,215,000 19,215,000 0

F8 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

(Charity Obligated Group) St. Vincent's Medical Center/Hall-Brooke Issue, Series 1999B dated February 4, 1999 45,000,000 45,000,000 0 Stamford Hospital Issue, Series G & H dated March 1, 1999(Ser G) March 24, 1999(Ser H) 97,440,000 97,440,000 0 Norwalk Hospital Issue, Series E & F dated April 1, 1999 31,480,000 31,480,000 0 Westminster School Issue, Series B dated April 1, 1999 7,960,000 7,960,000 0 Yale University Issue, Series U dated April 29, 1999 250,000,000 0 250,000,000 Saint Joseph College Issue, Series A dated May 1, 1999 11,400,000 11,400,000 0 Brunswick School Issue, Series A dated May 1, 1999 44,635,000 44,635,000 0 The University of Connecticut Foundation Issue, Series A, dated August 1, 1999 8,000,000 8,000,000 0 Miss Porter's School Issue, Series A dated August 15, 1999 10,000,000 10,000,000 0 Fairfield University Issue, Series I dated August 1, 1999 70,000,000 70,000,000 0 The Horace Bushnell Memorial Hall Issue, Issue, Series A, dated September 1, 1999 15,000,000 15,000,000 0 Danbury Hospital Issue, Series G dated September 1, 1999 43,240,000 43,240,000 0 Catholic Health East Issue, Series 1999F dated September 15, 1999 18,610,000 18,610,000 0 Ascension Health Issue, Series A dated November 1, 1999 44,500,000 21,000,000 23,500,000 Covenant Retirement Communities Issue, Series A dated December 2, 1999 10,040,000 10,040,000 0 Waterbury Hospital Issue, Series C dated December 1, 1999 27,140,000 27,140,000 0 Summerwood at University Park Issue, Series A dated February 3, 2000 11,200,000 11,200,000 0 Gaylord Hospital Issue, Series A dated February 22, 2000 12,920,000 12,920,000 0 Eastern Connecticut Health Network Issue, Series A dated February 1, 2000 58,170,000 58,170,000 0 The Ethel Walker School Issue, Series A dated March 1, 2000 8,500,000 8,500,000 0 Community Renewal Team Issue, Series A dated March 16, 2000 4,325,000 4,325,000 0

F9 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Taft School Issue, Series E dated April 27, 2000 12,000,000 0 12,000,000 Lauralton School Issue, Series A dated June 14, 2000 3,400,000 3,400,000 0 Connecticut College Issue, Series D dated June 1, 2000 12,000,000 12,000,000 0 The Marvelwood School Issue, Series A dated June 29, 2000 5,535,000 5,535,000 0 The Hotchkiss School Issue, Series A dated August 3, 2000 35,000,000 0 35,000,000 Hartford Hospital Issue, Series B dated August 3, 2000 31,175,000 31,175,000 0 The Rectory School Issue, Series A dated November 9, 2000 7,100,000 7,100,000 0 Westover School Issue, Series A dated November 1, 2000 10,000,000 10,000,000 0 Edgehill Issue, Series C dated December 13, 2000 22,000,000 22,000,000 0 Kent School Issue, Series C dated February 15, 2001 10,500,000 10,500,000 0 Trinity College Issue, Series G dated March 1,2001 50,000,000 50,000,000 0 Loomis Chaffee School Issue, Series D dated May 1, 2001 27,625,000 27,625,000 0 The Gunnery School Issue, Series A dated May 1, 2001 11,455,000 11,455,000 0 Greenwich Academy Issue, Series B dated May 1, 2001 32,920,000 32,920,000 0 United Methodist Home of Sharon Issue, Series A, dated June 1, 2001 7,740,000 7,740,000 0 Wesleyan University Issue, Series D dated June 7, 2001 93,000,000 93,000,000 0 Yale University Issue, Series V dated July 12, 2001 200,000,000 0 200,000,000 Middlesex Hospital Issue, Series J dated July 25, 2001 11,895,000 11,895,000 0 The Whitby School Issue, Series A dated August 3, 2001 6,000,000 6,000,000 0 Fairfield University Issue, Series J dated August 1, 2001 18,000,000 18,000,000 0 Taft School Issue, Series F dated August 15,2001 11,480,000 11,480,000 0

F10 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

The Williams School Issue, Series A dated October 18, 2001 5,500,000 5,500,000 0 Loomis Chaffee School Issue, Series E dated October 1, 2001 11,155,000 11,155,000 0 Quinnipiac University Issue, Series F dated October 31, 2001 60,000,000 60,000,000 0 Washington Montessori School Issue, Series A, dated November 30, 2001 7,990,000 7,990,000 0 Bristol Hospital Issue, Series B dated January 31, 2002 38,000,000 14,240,000 23,760,000 Westminster School Issue, Series C dated February 20, 2002 8,250,000 1,400,000 6,850,000 Greater Hartford YMCA Issue, Series A dated March 28, 2002 16,180,000 16,180,000 0 University of Hartford Issue, Series E dated April 1, 2002 75,000,000 75,000,000 0 Yale University Issue, Series W dated May 1, 2002 89,520,000 89,520,000 0 Health Care Capital Asset Program Issue, Series A-1, dated May 16, 2002 36,110,000 36,110,000 0 Saint Francis Hospital Issue, Series D dated May 1, 2002 25,250,000 25,250,000 0 Kingswood-Oxford School Issue, Series B dated June 5, 2002 12,000,000 7,000,000 5,000,000 Connecticut College Issue, Series E dated July 1, 2002 17,785,000 17,785,000 0 The Village for Families and Children Issue, Series A & B, dated November 1, 2002 14,000,000 14,000,000 0 Middlesex Hospital Issue, Series K dated November 15, 2002 15,500,000 15,500,000 0 Klingberg Family Centers Issue, Series A dated December 4, 2002 6,750,000 6,750,000 0 Yale University Issue, Series X-1, X-2 & X-3 dated January 8, 2003 350,000,000 225,000,000 125,000,000 Brunswick School Issue, Series B dated April 1, 2003 17,500,000 17,500,000 0 Boys & Girls Club of Greenwich Issue, Series A dated May 29, 2003 14,800,000 14,800,000 0 Wesleyan University Issue, Series E dated July 17, 2003 62,000,000 62,000,000 0 King & Low-Heywood Thomas School Issue, Series A, dated August 27, 2003 11,005,000 11,005,000 0

F11 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Central Connecticut Coast YMCA Issue, Series A, dated September 11, 2003 4,500,000 1,875,000 2,625,000 Quinnipiac University Issue, Series G dated November 18, 2003 16,340,000 16,340,000 0 Sacred Heart University Issue, Series F dated December 11, 2003 21,700,000 21,700,000 0 Salisbury School Issue, Series B dated February 19, 2004 5,510,000 5,510,000 0 Fairfield University Issue, Series K dated April 14, 2004 38,075,000 38,075,000 0 University of Hartford Issue, Series F dated May 6, 2004 25,000,000 25,000,000 0 Connecticut Children's Medical Center Issue, Series B & C, dated May 13, 2004 44,985,000 44,985,000 0 Lawrence and Memorial Hospital Issue, Series E dated June 24, 2004 22,990,000 22,990,000 0 Greenwich Academy Issue, Series C dated June 25, 2004 11,770,000 11,770,000 0 Norwich Free Academy Issue, Series A dated June 1, 2004 18,740,000 18,740,000 0 Trinity College Issue, Series H dated July 8, 2004 33,370,000 33,370,000 0 Eastern Connecticut Health Network Issue, Series B, dated July 21, 2004 20,000,000 20,000,000 0 Greenwich Academy Issue, Series D dated September 1, 2004 15,490,000 15,490,000 0 Kent School Issue, Series D dated October 6, 2004 21,725,000 21,725,000 0 Trinity College Issue, Series I dated December 9, 2004 15,000,000 15,000,000 0 Hospital of Saint Raphael Issue, Series L&M dated December 16, 2004 59,945,000 59,945,000 0 Griffin Hospital Issue, Series B dated February 1, 2005 24,800,000 24,800,000 0 Eagle Hill School Issue, Series A dated May 11, 2005 5,990,000 5,990,000 0 Avon Old Farms School Issue, Series A dated May 12, 2005 21,670,000 21,670,000 0 Westminster School Issue, Series D dated June 1, 2005 9,260,000 9,260,000 0 Ridgefield Academy Issue, Series A dated June 17, 2005 12,000,000 12,000,000 0

F12 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Greenwich Family YMCA Issue, Series A dated August 4, 2005 20,165,000 20,165,000 0 William W. Backus Hospital Issue, Series F&G dated August 10, 2005 58,135,000 58,135,000 0 University of New Haven Issue, Series E&F dated August 17, 2005 32,350,000 14,000,000 18,350,000 Wesleyan University Issue, Series F dated September 1, 2005 48,000,000 48,000,000 0 Yale University Issue, Series Y dated October 5, 2005 300,000,000 300,000,000 0 The Loomis Chaffee School Issue, Series F dated October 27, 2005 34,135,000 8,920,000 25,215,000 Fairfield University Issue, Series L1&2 dated November 3, 2005 106,575,000 106,575,000 0 Eastern Connecticut Health Network Issue, Series C, dated November 9, 2005 37,065,000 37,065,000 0 Mansfield Center for Nursing and Rehabilitation Issue, Series B, dated December 15, 2005 7,095,000 7,095,000 0 Fairfield University Issue, Series L-1(2nd Tranche) dated December 15, 2005 10,000,000 10,000,000 0 Avon Old Farms School Issue, Series B dated March 9, 2006 7,000,000 7,000,000 0 Danbury Hospital Issue, Series H&I dated March 16, 2006 81,560,000 81,560,000 0 Greenwich Hospital Issue, Series B dated April 6, 2006 56,600,000 56,600,000 0 Yale-New Haven Hospital Issue, Series I dated April 7, 2006 111,800,000 111,800,000 0 Miss Porter's School Issue, Series B dated June 16, 2006 18,130,000 18,130,000 0 University of Hartford Issue, Series G dated June 22, 2006 50,000,000 50,000,000 0 Greenwich Adult Day Care Issue, Series A dated June 29, 2006 4,030,000 4,030,000 0 The Children's School Issue, Series A dated July 24, 2006 6,835,000 6,835,000 0 Canterbury School Issue, Series B dated July 27, 2006 11,805,000 11,805,000 0 University of New Haven Issue, Series G dated August 29, 2006 15,890,000 5,665,000 10,225,000 Yale-New Haven Hospital Issue, Series J dated September 26, 2006 280,855,000 280,855,000 0

F13 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Middlesex Hospital Issue, Series L&M dated December 7, 2006 39,380,000 39,380,000 0 Quinnipiac University Issue, Series H dated December 13, 2006 67,495,000 67,495,000 0 The University of Connecticut Foundation Issue, Series B, dated January 23, 2007 7,290,000 7,290,000 0 Trinity College Issue, Series J&K dated March 7, 2007 74,805,000 74,805,000 0 Greenwich Academy Issue, Series E dated March 22, 2007 26,435,000 2,145,000 24,290,000 Jerome Home Issue, Series D Mulberry Gardens Issue, Series E dated March 29, 2007 16,050,000 6,540,000 9,510,000 Connecticut College Issue, Series F&G dated April 4, 2007 40,855,000 40,855,000 0 The Stanwich School Issue, Series A dated May 3, 2007 15,500,000 15,500,000 0 Griffin Hospital Issue, Series C&D dated May 15, 2007 34,050,000 34,050,000 0 Chase Collegiate School Issue, Series A dated June 7, 2007 11,060,000 11,060,000 0 Choate Rosemary School Issue, Series C dated June 21, 2007 42,000,000 42,000,000 0 Hospital for Special Care Issue, Series C&D dated June 28, 2007 61,635,000 61,635,000 0 Gaylord Hospital Issue, Series B dated July 3, 2007 21,530,000 6,865,000 14,665,000 Westover School Issue, Series B dated July 11, 2007 9,180,000 9,180,000 0 University of Bridgeport Issue, Series B dated August 10, 2007 21,175,000 21,175,000 0 Renbrook School Issue, Series A dated September 13, 2007 8,000,000 8,000,000 0 Yale University Issue, Series Z dated October 4, 2007 600,000,000 600,000,000 0 Masonicare Issue, Series C&D dated October 31, 2007 116,065,000 116,065,000 0 Hoffman SummerWood Issue, Series B dated November 7, 2007 17,055,000 17,055,000 0 Suffield Academy Issue, Series B dated November 8, 2007 12,640,000 12,640,000 0 Westminster School Issue, Series E dated November 9, 2007 19,230,000 19,230,000 0

F14 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Windham Hospital Issue, Series D dated November 15, 2007 19,745,000 19,745,000 0 Quinnipiac College Issue, Series I-K dated December 20, 2007 416,465,000 416,465,000 0 Pierce Memorial Baptist Home Issue, Series A dated January 17, 2008 8,575,000 8,575,000 0 Choate Rosemary Hall Issue, Series D dated April 2, 2008 42,415,000 42,415,000 0 Saint Joseph College Issue, Series B dated April 3, 2008 15,000,000 15,000,000 0 Fairfield University Issue, Series M dated April 10, 2008 39,440,000 33,115,000 6,325,000 Greenwich Hospital Issue, Series C dated May 7, 2008 53,630,000 23,990,000 29,640,000 Yale-New Haven Hospital Issue, Series K&L dated May 14, 2008 216,565,000 216,565,000 0 Salisbury School Issue, Series C dated May 22, 2008 48,160,000 48,160,000 0 Saint Francis Hospital Issue, Series E dated May 29, 2008 39,745,000 39,745,000 0 Healthcare Capital Asset Program Issue, Series B-1, dated June 18, 2008 30,000,000 30,000,000 0 Hopkins School Issue, Series B dated June 26, 2008 9,240,000 9,240,000 0 Danbury Hospital Issue, Series J dated June 27, 2008 35,580,000 35,580,000 0 Saint Francis Hospital Issue, Series F dated June 30, 2008 175,000,000 175,000,000 0 University of New Haven Issue, Series H dated July 2, 2008 46,000,000 7,015,000 38,985,000 Loomis Chaffee School Issue, Series G dated July 22, 2008 25,745,000 25,745,000 0 Hamden Hall Country Day School Issue, Series A, dated July 31, 2008 18,235,000 3,015,000 15,220,000 Trinity College Issue, Series L dated August 5, 2008 15,345,000 4,435,000 10,910,000 Hospital of Central Connecticut, Series A dated August 8, 2008 33,690,000 33,690,000 0 Taft School Issue, Series G dated August 13, 2008 16,905,000 16,905,000 0 Fairfield University Issue, Series N dated August 21, 2008 108,210,000 29,235,000 78,975,000

F15 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Greater Hartford YMCA Issue, Series B dated December 1, 2008 26,580,000 26,580,000 0 Kent School Issue, Series E dated December 17, 2008 10,155,000 10,155,000 0 Taft School Issue, Series H dated December 23, 2008 8,500,000 8,500,000 0 Eastern Connecticut Health Network, Series D dated May 14, 2009 15,250,000 15,250,000 0 Ethel Walker School Issue, Series B dated October 5, 2009 8,220,000 8,220,000 0 Hopkins School Issue, Series C dated December 10, 2009 7,930,000 2,690,000 5,240,000 Yale University Issue, Series 2010-A dated February 24, 2010 529,975,000 150,000,000 379,975,000 Fairfield University Issue, Series O&P dated March 17, 2010 84,915,000 76,350,000 8,565,000 Ascension Health Issue, Series 2010 dated March 25, 2010 93,265,000 0 93,265,000 Catholic Health East Issue, Series 2010 dated April 7, 2010 19,560,000 1,510,000 18,050,000 Westminster School Issue, Series F dated April 14, 2010 6,350,000 1,860,000 4,490,000 Wesleyan University Issue, Series G&H dated May 18, 2010 206,580,000 186,475,000 20,105,000 Stamford Hospital Issue, Series I dated May 27, 2010 132,990,000 33,760,000 99,230,000 Trinity College Issue, Series M dated June 29, 2010 22,230,000 5,360,000 16,870,000 Hospital for Special Care Issue, Series E dated July 15, 2010 20,185,000 20,185,000 0 St. Francis Hospital Issue, Series G dated September 30, 2010 29,870,000 29,870,000 0 Mitchell College Issue, Series A dated November 2, 1010 14,300,000 2,135,912 12,164,088 University of Bridgeport Issue, Series C dated December 9, 2010 30,000,000 4,072,939 25,927,061 Norwalk Hospital Issue, Series G, H & I dated December 9, 2010 46,840,000 23,865,000 22,975,000 Eastern Connecticut Health Network Issue, Series E, dated 12/21/10 20,145,000 20,145,000 0 Yale-New Haven Hospital Issue, Series M dated December 22, 2010 104,390,000 104,390,000 0

F16 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Waterbury Hospital Issue, Series D dated December 22, 2010 25,918,000 25,918,000 0 Seabury Retirement Community Issue, Series A dated December 23, 2010 21,000,000 21,000,000 0 CIL Community Resources Issue, Series A dated June 9, 2011 12,020,000 3,525,000 8,495,000 Western Connecticut Health Network Issue, Series K, dated June 15, 2011 33,035,000 33,035,000 0 Sacred Heart University Issue, Series G dated June 29, 2011 43,905,000 43,905,000 0 Connecticut College Issue, Series H dated June 30, 2011 16,095,000 825,000 15,270,000 Connecticut Children's Medical Center Issue, Series D, dated June 30, 2011 41,580,000 8,595,375 32,984,625 Western Connecticut Health Network Issue, Series L, dated July 13, 2011 96,000,000 96,000,000 0 Western Connecticut Health Network Issue, Series M, dated July 13, 2011 46,030,000 0 46,030,000 Middlesex Hospital Issue, Series N dated July 26, 2011 37,360,000 23,720,000 13,640,000 Loomis Chaffee School, Series H dated August 23, 2011 7,740,000 2,920,000 4,820,000 Lawrence and Memorial Hospital Issue Series F, dated September 15, 2011 58,940,000 17,175,000 41,765,000 Hartford HealthCare Issue, Series A&B dated September 29, 2011 325,815,000 13,695,000 312,120,000 Western Connecticut Health Network Issue, Series N, dated November 22, 2011 39,880,000 6,015,000 33,865,000 Rectory School Issue, Series B dated January 5, 2012 7,500,000 959,520 6,540,480 Sacred Heart University Issue, Series H dated February 14, 2012 47,740,000 47,740,000 0 The Horace Bushnell Memorial Hall Issue, Series B, dated March 15, 2012 12,800,000 1,629,000 11,171,000 Brunswick School Issue, Series C dated March 29, 2012 38,470,000 6,575,000 31,895,000 Connecticut College Issue, Series I dated April 4, 2012 12,240,000 5,265,000 6,975,000 Winston Preparatory School Issue, Series A dated April 13, 2012 11,377,500 860,586 10,516,914 University of Hartford Issue, Series H & I dated April 26, 2012 58,600,000 12,871,675 45,728,325

F17 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Greater Hartford YMCA Issue, Series C dated April 27, 2012 26,660,000 26,660,000 0 Bridgeport Hospital Issue, Series D dated May 31, 2012 36,415,000 11,510,000 24,905,000 Pomfret School Issue, Series B dated June 14, 2012 17,750,000 1,665,000 16,085,000 Stamford Hospital Issue, Series J dated June 20, 2012 250,000,000 1,585,000 248,415,000 Westminster School Issue, Series G dated June 29, 2012 6,125,000 790,000 5,335,000 Renbrook School Issue, Series B dated August 22, 2012 8,600,000 1,424,000 7,176,000 Masonicare Issue, Series E dated September 5, 2012 33,000,000 33,000,000 0 The Gunnery School Issue, Series B dated September 28, 2012 8,855,000 1,420,000 7,435,000 University of Bridgeport Issue, Series D dated November 1, 2012 12,000,000 863,225 11,136,775 Taft School Issue, Series I dated November 7, 2012 18,060,000 1,655,000 16,405,000 Norwalk Hospital Issue, Series J dated December 7, 2012 82,000,000 6,970,000 75,030,000 Canterbury School Issue, Series C dated December 28, 2012 7,160,000 250,000 6,910,000 Washington Montessori School Issue, Series B dated January 25, 2013 6,339,000 1,036,629 5,302,371 Yale-New Haven Hospital Issue, Series N & O dated February 14, 2013 94,815,000 0 94,815,000 Norwich Free Academy Issue, Series B dated March 1, 2013 14,640,000 2,225,000 12,415,000 Pierce Memorial Baptist Home Issue, Series B dated March 13, 2013 11,454,000 1,493,705 9,960,295 Kent School Issue, Series F dated March 28, 2013 17,490,000 17,490,000 0 Forman School Issue, Series B dated March 28, 2013 4,700,000 893,975 3,806,025 Ethel Walker School Issue, Series C dated April 3, 2013 8,665,000 740,000 7,925,000 The University of Connecticut Foundation Issue, Series C, dated April 24, 2013 20,000,000 5,000,000 15,000,000 King Low Heywood Thomas School Issue, Series B, dated April 30, 2013 9,100,000 1,570,000 7,530,000

F18 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Day Kimball Hospital Issue, Series B dated June 6, 2013 30,330,000 6,510,000 23,820,000 Yale University Issue, Series 2013A dated July 2, 2013 100,000,000 0 100,000,000 Williams School Issue, Series B dated August 13, 2013 4,195,000 797,856 3,397,144 South Kent School Issue, Series A dated August 29, 2013 7,300,000 492,000 6,808,000 St. Joseph's Living Center Issue, Series B dated September 20, 2013 5,000,000 2,274,000 2,726,000 The Village for Families and Children Issue, Series C, dated October 2, 2013 9,987,000 1,761,141 8,225,859 Lawrence + Memorial Hospital Issue, Series G dated October 10, 2013 30,000,000 3,355,000 26,645,000 University of New Haven Issue, Series I dated October 11, 2013 28,670,000 2,207,650 26,462,350 Avon Old Farms School Issue, Series C dated November 1, 2013 24,606,000 2,888,000 21,718,000 University of Saint Joseph Issue, Series C dated November 1, 2013 10,800,000 1,242,953 9,557,047 University of Saint Joseph Issue, Series D dated November 1, 2013 10,800,000 955,882 9,844,118 Lawrence + Memorial Hospital Issue, Series H dated November 5, 2013 21,405,000 0 21,405,000 Suffield Academy Issue, Series C dated November 2, 2013 13,750,000 1,639,000 12,111,000 University of New Haven Issue, Series J dated November 22, 2013 10,000,000 1,515,000 8,485,000 The Stanwich School Issue, Series B dated December 6, 2013 10,000,000 465,301 9,534,699 Saint Francis Hospital and Medical Center Issue, Series H-M, dated January 24, 2014 213,215,000 213,215,000 0 Xavier High School Issue, Series A dated February 14, 2014 5,575,000 544,684 5,030,316 Hartford HealthCare Issue, Series E dated March 26, 2014 83,790,000 0 83,790,000 Yale New Haven Health Issue, Series A-E dated June 23, 2014 543,410,000 26,905,000 516,505,000 Trinity College Issue, Series N dated July 15, 2014 22,535,000 6,416,215 16,118,785 Yale University Issue, Series 2014A dated July 23, 2014 250,000,000 0 250,000,000

F19 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Duncaster, Inc. Issue, Series A dated September 24, 2014 12,000,000 0 12,000,000 Westminster School Issue, Series H dated September 24, 2014 19,930,000 615,000 19,315,000 Connecticut College Issue, Series J&K dated September 30, 2014 12,500,000 0 12,500,000 Our Piece of the Pie, Inc. Issue, Series A dated September 30, 2014 5,600,000 801,840 4,798,160 University of Bridgeport Issue, Series E dated September 30, 2014 25,000,000 674,054 24,325,946 Kent School Issue, Series G dated November 13, 2014 11,545,000 3,570,000 7,975,000 Cherry Brook Health Care Center Issue, Series B dated December 11, 2014 4,200,000 1,131,114 3,068,886 Greater Hartford YMCA Issue, Series D dated December 23, 2014 27,500,000 2,045,000 25,455,000 Choate Rosemary Hall Issue, Series E dated March 27, 2015 36,110,000 3,135,000 32,975,000 Westminster School Issue, Series I dated April 30, 2015 5,556,000 1,389,013 4,166,987 Western Connecticut Health Network Issue, Series O dated May 8, 2015 122,120,000 0 122,120,000 Hartford HealthCare Issue, Series F&G dated May 12, 2015 122,630,000 0 122,630,000 Middlesex Hospital Issue, Series O dated May 19, 2015 18,275,000 1,195,000 17,080,000 Yale University Issue, Series 2015A dated July 1, 2015 300,000,000 0 300,000,000 Canterbury School Issue, Series D dated July 14, 2015 10,757,000 50,795 10,706,205 Trinity College Issue, Series O dated July 15, 2015 22,890,000 2,000,000 20,890,000 University of Hartford Issue, Series J-M dated July 24, 2015 55,515,000 4,597,530 50,917,470 Miss Porter's School Issue, Series C&D dated August 18, 2015 23,031,000 2,236,980 20,794,020 Westminster School Issue, Series J dated August 19, 2015 10,000,000 0 10,000,000 Taft School Issue, Series J dated August 28, 2015 10,300,000 0 10,300,000 Quinnipiac University Issue, Series L dated September 22, 2015 324,995,000 0 324,995,000

F20 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Church Homes Issue, Series B dated November 18, 2015 15,282,000 1,232,200 14,049,800 Ridgefield Academy Issue, Series B dated December 3, 2015 9,736,000 1,035,745 8,700,255 Salisbury School Issue, Series D dated December 10, 2015 48,194,000 1,926,000 46,268,000 Trinity College Issue, Series P dated December 17, 2015 23,000,000 1,076,331 21,923,669 Trinity Health Credit Group Issue, Series 2016CT dated January 26, 2016 220,325,000 1960000 218,365,000 Charlotte Hungerford Hospital Issue, Series D dated February 23, 2016 13,000,000 1,300,000 11,700,000 Fairfield University Issue, Series Q-1 dated February 25, 2016 46,600,000 0 46,600,000 Fairfield University Issue, Series Q-2 dated March 30, 2016 17,645,000 0 17,645,000 Healthcare Facility Expansion Issue (Church Home of Hartford Incorporated Project) Series 2016A, dated April 21,2016 75,265,000 0 75,265,000 Quinnipiac University Issue, Series M dated April 28, 2016 98,585,000 1,575,000 97,010,000 Middlesex Hospital Issue, Series P dated June 10, 2016 9,683,000 1,383,286 8,299,714 Ethel Walker School Issue, Series D dated June 15, 2016 13,145,000 1,267,460 11,877,540 Yale University Issue, Series 2016A dated July 1, 2016 399,320,000 0 399,320,000 Eagle Hill School Issue, Series B dated July 12, 2016 14,740,000 420,000 14,320,000 Stamford Hospital Issue, Series K dated July 27, 2016 47,620,000 0 47,620,000 Connecticut College Issue, Series L dated September 21, 2016 53,635,000 0 53,635,000 Hospital for Special Care Issue, Series F dated October 6, 2016 42,837,000 186,290 42,650,710 Masonicare Issue, Series F&G dated November 15, 2016 115,785,000 1,495,000 114,290,000 Griffin Hospital Issue, Series E&F dated January 20, 2017 48,582,000 1,340,000 47,242,000 Loomis Chaffee School Issue, Series I dated February 24, 2017 23,515,000 120000 23,395,000

F21 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Western Connecticut Health Network Issue, Series P dated March 1, 2017 40,390,000 0 40,390,000 Hopkins School Issue, Series D dated March 8, 2017 7,860,000 265,000 7,595,000 Odd Fellows Healthcare Issue, Series A dated March 9, 2017 18,960,000 195,000 18,765,000 Trinity College Issue, Series Q dated April 26, 2017 51,100,000 0 51,100,000 Kent School Issue, Series H dated May 16, 2017 18,800,000 0 18,800,000 Yale University Issue, Series 2017 A&B dated June 7, 2017 395,120,000 0 395,120,000 Westover School Issue, Series C&D dated June 13, 2017 21,330,000 0 21,330,000 LiveWell Alliance Issue, Series A dated November 1, 2017 11,635,983 125,067 11,510,916 Middlesex Hospital Issue, Series Q dated November 21, 2017 11,599,000 47771 11,551,229 Sacred Heart University Issue, Series I dated November 22, 2017 160,655,000 0 160,655,000 Sacred Heart University Issue, Series J dated November 22, 2017 55,765,000 650482 55,114,518 Ocean Community YMCA Issue, Series A dated December 14, 2017 6,000,000 0 6,000,000 New Canaan Community YMCA Issue, Series A dated December 15, 2017 9,145,000 0 9,145,000 Hoffman SummerWood Issue, Series C dated December 19, 2017 14,500,000 0 14,500,000 Fairfield University Issue, Series R dated December 20, 2017 117,345,000 0 117,345,000 Yale University Issue, Series 2017 C dated December 22, 2017 383,380,000 0 383,380,000 Marvelwood School Issue, Series B dated December 28, 2017 6,328,000 0 6,328,000

F22 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

SpecialCapitalReserve FundProgram Cherry Brook Nursing Center Project dated January 15, 1993 9,380,000 9,380,000 0 Mansfield Center for Nursing and Rehabilitation Project, dated January 15, 1993 10,045,000 10,045,000 0 Noble Horizons Project dated January 15, 1993 6,435,000 6,435,000 0 St. Joseph's Living Center Project dated January 15, 1994 13,385,000 13,385,000 0 Sharon Health Care Project dated April 1, 1994 8,975,000 8,975,000 0 Maefair Health Care Center Project dated June 15, 1994 12,705,000 12,705,000 0 Saint Joseph's Manor Project dated July 1, 1994 12,805,000 12,805,000 0 The Pope John Paul II Center for Health Care Project, dated July 1, 1994 9,450,000 9,450,000 0 St. Camillus Health Care Center Project dated July 1, 1994 14,020,000 14,020,000 0 The Jewish Home for the Elderly of Fairfield County Project, dated August 15, 1994 7,750,000 7,750,000 0 Shady Knoll Health Center, Inc. Project dated September 1, 1994 10,460,000 10,460,000 0 Wadsworth Glen Health Care Center Project dated October 13, 1994 7,445,000 7,445,000 0 Highland View Manor, Inc. Project dated October 13, 1994 10,010,000 10,010,000 0 AHF/Hartford, Inc. Project dated November 15, 1994 45,495,000 45,495,000 0 AHF/Windsor, Inc. Project dated November 15, 1994 16,020,000 16,020,000 0 New Horizons Village Project dated November 15, 1994 10,050,000 10,050,000 0 Laurelwood Rehabilitation and Skilled Nursing Center Project dated Nobember 15, 1994 13,800,000 13,800,000 0 Sheriden Woods Health Care Center, Inc. Project dated March 15, 1995 9,915,000 9,915,000 0 Abbott Terrace Health Center Project dated April 15, 1996 13,430,000 13,430,000 0 3030 Park Fairfield Health Center Project dated May 1, 1996 18,825,000 18,825,000 0

F23 Appendix F

INDEBTEDNESS OF THE AUTHORITY SERIES OF BONDS ISSUED, RETIRED, AND OUTSTANDING AS OF DECEMBER 31, 2017

AMOUNT AMOUNT AMOUNT SERIES ISSUED RETIRED OUTSTANDING

Connecticut State University System

Series A, dated November 1, 1995 44,580,000 44,580,000 0 Series B, dated March 15, 1997 38,995,000 38,995,000 0 Series C, dated November 15, 1999 23,000,000 23,000,000 0 Series D, dated March 15, 2002 76,150,000 76,150,000 0 Series E, daed May 15, 2003 142,090,000 142,090,000 0 Series F, dated February 18, 2004 49,475,000 49,475,000 0

Series G&H, dated June 17, 2005 99,110,000 99,110,000 0 Series I, dated April 18, 2007 62,760,000 2,920,000 59,840,000 Series J&K, dated June 22, 2011 41,045,000 10,970,000 30,075,000 Series L, dated April 4, 2012 49,040,000 3,495,000 45,545,000 Series M, dated January 10, 2013 34,060,000 5,555,000 28,505,000 Series N, dated October 23, 2013 80,340,000 10,405,000 69,935,000 Series O, dated September 16, 2014 21,240,000 4,410,000 16,830,000 Series P, dated September 13, 2016 74,560,000 6,600,000 67,960,000

Child Care Facilities Program

Series A & B, dated November 1, 1998 10,520,000 10,520,000 0

Series C, dated September 1, 1999 18,690,000 18,690,000 0

Series D, dated August 1, 2000 3,940,000 3,940,000 0

Series E, dated April 1, 2001 3,865,000 3,865,000 0

Series F, datedDecember 20, 2006 19,165,000 19,165,000 0

Series G, dated October 23, 2008 16,875,000 16,875,000 0

Series 2011, datedAugust 19, 2011 28,840,000 8,315,000 20,525,000

Series 2015, datedApril 1, 2015 33,475,000 2,860,000 30,615,000

$20,899,157,483 $12,423,281,181 $8,475,876,302

F24 APPENDIX G

FORM OF OPINION OF BOND COUNSEL

April __, 2018

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

Re: State of Connecticut Health and Educational Facilities Authority Revenue Bonds, Fairfield University Issue, Series S

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance of $______Revenue Bonds, Fairfield University Issue, Series S (the “Bonds”) of the State of Connecticut Health and Educational Facilities Authority (the “Authority”), a body politic and corporate constituting a public instrumentality of the State of Connecticut. Any defined terms used herein but not defined herein shall have the meanings set forth in the Trust Indenture (as hereinafter defined).

The Bonds are issued under and pursuant to the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of Connecticut, Sections 10a-176 et seq., as amended (the “Act”), and under and pursuant to a bond resolution of the Authority adopted on December 5, 2017 and a Trust Indenture, dated as of April 1, 2018 (the “Trust Indenture”), by and between the Authority and U.S. Bank National Association, as Bond Trustee (the “Bond Trustee”).

We have examined the law and such other materials as we have deemed necessary in order to render this opinion. We have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such public and private records, certificates and correspondence of public officials, including certificates of officials of the Authority and such other documents as were provided to us. In making such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of documents submitted as certified or photostatic copies, the validity of all applicable statutes, ordinances, rules and regulations, the capacity of all persons executing documents and the proper indexing and accuracy of all public records and documents.

We have examined the Loan Agreement, dated as of April 1, 2018 (the “Agreement”), by and between the Authority and Fairfield University (the “Institution”). The Institution has agreed in the Agreement, among other things, to make payments to the Authority in the amounts and at the times stated therein which will be applied to pay the principal of, redemption premium, if any, and interest on the Bonds when due.

We also have examined the opinions of McCarter & English, LLP as to matters concerning the Authority and Owens, Schine & Nicola P.C. as to certain matters concerning the Institution.

As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the certified proceedings of the Authority, the Trust Indenture, the Agreement and the Tax Regulatory Agreement (as hereinafter defined), the record of proceedings and other certifications received from the Authority, the Institution, and the Bond Trustee without undertaking to verify the same by independent investigation. In rendering this opinion, we have assumed the power to enter into and perform, and the due authorization, execution and delivery of, by all parties other than the Authority, the agreements to which the Authority is a party.

We are of the opinion that:

1. The Authority is duly created and validly existing under the provisions of the Act and has good right and lawful authority to issue the Bonds and loan the proceeds of the Bonds to the Institution and to receive and pledge the repayments of such loan and other amounts therefrom, in accordance with the terms of the Agreement and as provided in the Trust Indenture. 2. The Authority has the right and power pursuant to the Act to enter into the Agreement and the Trust Indenture. The Agreement and the Trust Indenture have each been duly authorized, executed and delivered, are in full force and effect, and constitute valid and binding agreements of the Authority enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally or application of principles of equity.

3. The Bonds have been duly authorized and issued by the Authority in accordance with law and the terms of the Trust Indenture and are valid and binding special obligations of the Authority payable solely out of the revenues and other receipts, funds or moneys of the Authority pledged therefor pursuant to the Trust Indenture, and from any amounts otherwise available under the Trust Indenture for the payment thereof. The Bonds are enforceable in accordance with their terms and the terms of the Trust Indenture and are entitled to the benefit of the Act and the Trust Indenture, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally or application of principles of equity.

4. The Trust Indenture creates the valid pledge and assignment which it purports to create of all of the Authority’s right, title and interest in the Revenues under and pursuant to the Agreement and the Note (except the rights specifically reserved thereunder) and all moneys and securities held by the Bond Trustee under the Trust Indenture (except for moneys and securities held in the Rebate Fund created thereunder), subject only to the provisions of the Trust Indenture permitting the application thereof for or to the purposes and on the terms and conditions set forth therein.

5. Under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described below, (i) interest on the Bonds is excludable from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals or corporations; however, for taxable years that began before January 1, 2018 for certain corporations (as defined for federal income tax purposes), such interest may be taken into account in computing the corporation’s federal alternative minimum tax liability. In rendering our opinion, we have relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Authority, the Institution and others in connection with the Bonds, and we have assumed compliance by the Authority and the Institution with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code.

The Code establishes certain requirements that must be met subsequent to the issuance and delivery of the Bonds in order that, for federal income tax purposes, interest on the Bonds be not included in gross income pursuant to Section 103 of the Code. These requirements include, but are not limited to, requirements relating to the use and expenditure of Bond proceeds, restrictions on the investment of Bond proceeds prior to expenditure and the requirement that certain earnings be rebated to the federal government. Noncompliance with such requirements may cause interest on the Bonds to become subject to federal income taxation retroactive to their date of issue, irrespective of the date on which such noncompliance occurs or is ascertained.

On the date of delivery of the Bonds, the Authority and the Institution will execute a Tax Regulatory Agreement (the “Tax Regulatory Agreement”) containing provisions and procedures pursuant to which such requirements can be satisfied. In executing the Tax Regulatory Agreement, the Authority and the Institution covenant that they will comply with the provisions and procedures set forth therein and that they will do and perform all acts and things necessary or desirable to assure that interest paid on the Bonds will, for federal income tax purposes, be excluded from gross income.

In rendering the opinion in paragraph 5 hereof, we have relied upon and assumed (i) the material accuracy of the representations, statements of intention and reasonable expectation, and certifications of fact contained in the Tax Regulatory Agreement with respect to matters affecting the status of interest paid on the Bonds, and (ii) compliance by the Institution with the procedures and covenants set forth in the Tax Regulatory Agreement as to such tax matters.

6. Under existing statutes, interest on the Bonds is excludable from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates, and interest on the Bonds is excludable from

G-2 amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax.

Except as stated in paragraphs 5 and 6 above, we express no opinion as to any other federal, state or local tax consequences arising with respect to the Bonds or the ownership or disposition thereof. We render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update, revise or supplement this opinion after the issue date to reflect any action hereafter taken or not taken, or any facts or circumstances, or any change in law or interpretations thereof, or otherwise, that may hereafter arise or occur, or for any other reason. Furthermore, we express no opinion herein as to the effect of any action hereafter taken or not taken in reliance upon an opinion of counsel other than ourselves on the exclusion from gross income for federal income tax purposes of interest on the Bonds.

In rendering our opinion, we have relied on the opinion of Owens, Schine & Nicola P.C., counsel to the Institution, regarding, among other matters, the current qualification of the Institution as an organization described in Section 501(c)(3) of the Code. We note that the opinion of counsel to the Institution is subject to a number of qualifications and limitations. Failure of the Institution to be organized and operated in accordance with the Internal Revenue Service’s requirements for the maintenance of the Institution’s status as an organization described in Section 501(c)(3) of the Code may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of issuance of the Bonds.

Very truly yours,

PULLMAN & COMLEY, LLC

G-3 [THIS PAGE INTENTIONALLY LEFT BLANK] Appendix H

FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the “Disclosure Agreement”) is dated as of April 1, 2018 and is executed and delivered by Fairfield University (the “Borrower”) and U.S. Bank National Association (the “Dissemination Agent”) in connection with the issuance of $______State of Connecticut Health and Educational Facilities Authority Revenue Bonds, Fairfield University Issue, Series S (the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture, dated as of April 1, 2018 (the “Indenture”), between the State of Connecticut Health and Educational Facilities Authority (the “Authority”) and U.S. Bank National Association, as Trustee (the “Trustee”). The proceeds of the Bonds are being loaned by the Authority to the Borrower pursuant to a Loan Agreement, dated as of April 1, 2018, between the Authority and the Borrower (the “Loan Agreement”). For valuable consideration, the receipt of which is acknowledged, the Dissemination Agent and the Borrower covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Borrower and the Dissemination Agent for the benefit of the Bondholders (defined below) and the beneficial owners of the Bonds, and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined below). The Borrower and the Dissemination Agent acknowledge that the Authority has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Disclosure Agreement, and has no liability to any person, including any Holder of the Bonds, with respect to any such reports, notices or disclosures.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture and in the Loan Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the first paragraph of this Disclosure Agreement, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Bondholder” or the term “Holder”, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Bond and any beneficial owner thereof.

“Disclosure Representative” shall mean the Chief Financial Officer of the Borrower or his or her designee, or such other person as the Borrower shall designate in writing to the Dissemination Agent from time to time.

“Dissemination Agent” shall mean the initial Dissemination Agent hereunder, which is U.S. Bank National Association, or any successor Dissemination Agent designated in writing by the Borrower and acceptable to the Authority and which has filed with U.S. Bank National Association a written acceptance of such designation.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Disclosure Agreement.

“Participating Underwriters” shall mean any or all of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Tax-exempt” shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax.

H-1 SECTION 3. Provision of Annual Reports.

(a) The Borrower, commencing in 2018, shall, or shall cause the Dissemination Agent to, not later than December 1 of each year (or in the event of a change in the Borrower’s fiscal year from the present July 1 to June 30 fiscal year, within 150 days after the end of such fiscal year), provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. On or prior to said date (except that in the event the Borrower elects to have the Dissemination Agent file such report, five (5) Business Days prior to such date) such Annual Report shall be provided by the Borrower to the Dissemination Agent together with either (i) a letter authorizing the Dissemination Agent to file the Annual Report with the MSRB, or (ii) a certificate stating that the Borrower has provided the Annual Report to the MSRB and the date on which such Annual Report was provided. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Borrower may be submitted separately from the balance of the Annual Report; and provided further that audited financial statements of the Borrower shall be submitted as soon as practicable after the audited financial statements become available. The Borrower shall promptly notify the Dissemination Agent of any change in the Borrower’s fiscal year.

(b) If by 15 days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Borrower to request a report regarding compliance with the provisions governing the Annual Report.

(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a reminder notice to the Borrower and the Authority and shall send a notice to the MSRB in substantially the form attached as Exhibit A hereto.

(d) The Dissemination Agent shall file a report with the Borrower, the Authority and the Trustee (if the Dissemination Agent is not the Trustee) certifying that the Borrower has filed a report (directly or through the Dissemination Agent) purporting to be an Annual Report pursuant to this Disclosure Agreement, and stating the date it was provided (if such report was provided).

SECTION 4. Content of Annual Reports. The Borrower’s Annual Report shall contain or incorporate by reference the following:

(a) audited financial statements (including footnotes) of the Borrower, which financial statements may be individual, combined or consolidated, prepared in accordance with generally accepted accounting/auditing principles as in effect from time to time, consistently applied unless otherwise explained in footnotes to the financial statements provided, consisting of:

(i) balance sheet as of the close of the most recent fiscal year of the Borrower (with comparative totals for the immediately preceding fiscal year);

(ii) statement of revenues and expenses and changes in net assets (statement of activity) for the most recent fiscal year of the Borrower (with comparative totals for the immediately preceding fiscal year); and

(iii) statements of changes in restricted net assets (statement of cash flows) for the most recent fiscal year of the Borrower (with comparative totals for the immediately preceding fiscal year); and

(b) operating data of the Borrower for such preceding fiscal year, prepared from the records of the Borrower, regarding, without limitation, financial and operating data of the type included in the final Official Statement for the Bonds concerning the Borrower, which shall include annual or year-end information for the Borrower as described in the tables in “Appendix A” of such final Official Statement including but not limited to the following:

H-2 (i) student statistics of the type set forth in Exhibit B attached hereto; and

(ii) to the extent not otherwise provided in the financial statements provided in accordance with Section 4(a) or in Exhibit B, revenue, expense and fund data of the type set forth under the headings, “Current Operations”, “Tuition and Fees”, “Financial Aid”, “Gifts, Grants and Bequests”, “Endowment and Quasi-Endowment”, “Plant Assets” and “Outstanding Indebtedness”. together with a narrative explanation, if necessary to avoid misunderstanding, regarding the presentation of financial and operating data concerning the Borrower and the financial and operating condition of the Borrower; provided, however, that the references above to specific section headings of Appendix A of the final Official Statement used in connection with the Bonds as a means of identification shall not prevent the Borrower from reorganizing such material in subsequent official statements and Annual Reports.

(c) Any or all of the items listed above may be incorporated by reference from other documents, including financial statements provided under (a) above, the original Official Statement for the Bonds, or other official statements of debt issues with respect to which the Borrower is an “obligated person” (as defined by the Rule), which have been (i) made available to the public on the MSRB’s Electronic Municipal Markets Access (EMMA) System, the current internet web address of which is www.emma.msrb.org, or (ii) filed with the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Borrower shall clearly identify each such other document so incorporated by reference.

SECTION 5. Reporting of Listed Events.

(a) The Borrower shall, or shall cause the Dissemination Agent to, give notice of the occurrence of any of the following Listed Events relating to the Bonds to the MSRB in a timely manner not later than ten (10) Business Days after the occurrence of any of such Listed Events:

(1) principal and interest payment delinquencies;

(2) non-payment related defaults, if material;

(3) unscheduled draws on debt service reserves reflecting financial difficulties;

(4) unscheduled draws on credit enhancements reflecting financial difficulties;

(5) substitution of credit or liquidity providers, or their failure to perform;

(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices of determination with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

(7) modifications to the rights of holders of the Bonds, if material;

(8) Bond calls, if material, and tender offers (other than mandatory sinking fund redemptions)

(9) Bond defeasances;

(10) release, substitution, or sale of property securing repayment of the Bonds, if material;

(11) rating changes;

(12) bankruptcy, insolvency, receivership or similar event of the Borrower;

H-3 Note to clause (12): For the purposes of the event identified in clause (12) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Borrower in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of the Borrower, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Borrower

(13) the consummation of a merger, consolidation, or acquisition involving the Borrower or the sale of all or substantially all of the assets of the Borrower, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(14) appointment of a successor or additional trustee or the change of the name of the trustee, if material.

(b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the occurrence or possible occurrence of any of the Listed Events set forth in subsection (a) above, contact the Disclosure Representative and inform such person of the event. “Actual knowledge” for purposes of this subsection (b) shall mean actual knowledge of an officer of the Corporate Trust Administration of the Dissemination Agent.

(c) Whenever the Borrower obtains knowledge of the occurrence of a Listed Event set forth in clauses (2), (7), (8) (relating to Bond calls only), (10), (13) or (14) of subsection (a) above, whether because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Borrower shall as soon as possible determine if such event would constitute material information for Bondholders, and if such event is determined by the Borrower to be material, the Borrower shall, or shall cause the Dissemination Agent to, give notice of such event to the MSRB not later than ten (10) Business Days after the occurrence of such event.

(d) If the Borrower elects to have the Dissemination Agent file notice of any Listed Event, the Borrower will provide the notice to the Dissemination Agent within 5 Business Days after the occurrence of the Listed Event, along with an instruction to file the notice with the MSRB.

SECTION 6. Termination of Reporting Obligation.

(a) The Borrower’s and the Dissemination Agent’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the Borrower’s obligations under the Loan Agreement are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Borrower. The original Borrower shall have no further responsibility hereunder only to the extent that the Borrower ceases to be an obligated person with respect to the Bonds within the meaning of the Rule.

(b) In addition, the Borrower’s obligations under the provisions of this Disclosure Agreement shall terminate (in whole or in part, as the case may be) in the event that (1) the Borrower delivers to the Dissemination Agent, the Trustee, and the Authority an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Dissemination Agent, the Trustee and the Authority, to the effect that those portions of the Rule which require the provisions of this Disclosure Agreement, or any of such provisions, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion (but such termination of the Borrower’s obligations shall be effective only to the extent specifically addressed by such opinion), and (2) the Dissemination Agent delivers copies of such opinion to (i) the MSRB, (ii) the Authority, (iii) the Trustee (if other than the Dissemination Agent), and (iv) Goldman Sachs & Co. LLC, as representative of the Participating Underwriters. The Dissemination Agent shall so deliver such opinion promptly.

H-4 SECTION 7. Dissemination Agent.

(a) The Borrower may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent.

(b) The Dissemination Agent, or any successor thereof, may at any time resign and be discharged of its duties and obligations hereunder by giving not less than thirty (30) days written notice to the Authority, the Borrower and the registered owners of the Bonds, specifying the date when such resignation shall take effect. Such resignation shall take effect upon the date a successor shall have been appointed by the Borrower or by a court upon the application of the Dissemination Agent.

(c) In case the Dissemination Agent, or any successor thereof, shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Dissemination Agent or of its property shall be appointed, or if any public officer shall take charge of control of the Dissemination Agent, or of its property or affairs, the Borrower shall forthwith appoint a Dissemination Agent to act. The Borrower shall give or cause to be given written notice of any such appointment to the Owners (as such term is defined in the Loan Agreement), the Trustee (if the Trustee is not the Dissemination Agent), and the Authority.

(d) Any company into which the Dissemination Agent may be merged or with which it may be consolidated or any company resulting from any merger or consolidation to which it shall be a party or any company to which such Dissemination Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to such Dissemination Agent, without any further act or deed.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Borrower and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment not modifying or otherwise affecting its duties, obligations or liabilities in such a way as they are expanded or increased) and any provision of this Disclosure Agreement may be waived, if all of the following conditions are satisfied: (1) such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the Borrower or the type of business conducted thereby, (2) this Disclosure Agreement as so amended would have complied with the requirements of the Rule as of the date of this Disclosure Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Borrower shall have delivered an opinion of counsel, addressed to the Authority, the Borrower, the Dissemination Agent and the Trustee, to the same effect as set forth in clause (2) above, (4) either (i) the Borrower shall have delivered to the Authority, the Trustee and the Dissemination Agent an opinion of counsel unaffiliated with the Borrower (such as bond counsel) and acceptable to the Borrower, to the effect that the amendment does not materially impair the interests of the Holders of the Bonds or (ii) the Holders of the Bonds consent to the amendment to this Disclosure Agreement pursuant to the same procedures as are required for amendments to the Indenture with consent of the Holders of the Bonds pursuant to the Indenture as in effect on the date of this Disclosure Agreement, and (5) the Borrower shall have delivered copies of such opinion(s) and amendment to the MSRB. The Dissemination Agent may rely and act upon such opinions.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of the occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Borrower chooses to include any information in any Annual Report or notice of the occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Borrower shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of the occurrence of a Listed Event. Nothing in this Disclosure Agreement shall be deemed to prevent U.S. Bank National Association from providing a notice or disclosure as it may deem appropriate pursuant to any other capacity it may be acting in relating to the Bonds.

H-5 SECTION 10. Default. In the event of a failure of the Borrower or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of any of the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds who have provided security and indemnity deemed acceptable to the Dissemination Agent, shall), or any party who can establish beneficial ownership of any of the Bonds, or any Bondholder may, after providing fifteen (15) days written notice to the Borrower to give the Borrower opportunity to comply within such fifteen-day period, take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Borrower to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or under the Loan Agreement, and the sole remedy available to the Dissemination Agent, any beneficial owners of the Bonds or the Bondholders under this Disclosure Agreement in the event of any failure of the Borrower or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent.

(a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent that the Dissemination Agent is required under the terms of this Disclosure Agreement to report any information, it is only required to report information that it receives from the Borrower in the form in which it is received, and the Dissemination Agent shall be under no responsibility or duty with respect to the accuracy and content of the information which it receives from the Borrower. The Dissemination Agent has no power to enforce (non)performance on the part of the Borrower. The Borrower agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or misconduct. The obligations of the Borrower under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

(b) Unless otherwise provided by contract with the Dissemination Agent, the Borrower shall pay or cause to be paid to the Dissemination Agent after reasonable notice to the Borrower in light of the reimbursement sought to be received, reasonable reimbursement for its reasonable expenses, charges, counsel fees and expenses and other disbursements and those of its attorneys, agents, and employees, incurred in and about the performance of its powers and duties hereunder. The Borrower shall indemnify and save the Dissemination Agent harmless against any expenses and liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or default. None of the provisions contained in this Disclosure Agreement shall require the Dissemination Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The obligations of the Borrower under this Section to compensate the Dissemination Agent, to pay or reimburse the Dissemination Agent for expenses, disbursements, charges and counsel fees and to indemnify and hold harmless the Dissemination Agent shall survive the termination of this Disclosure Agreement.

(c) In no event shall the Dissemination Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to, lost profits), even if the Dissemination Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 12. Transmission of Notices, Documents and Information. (a) Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB pursuant to this Disclosure Agreement shall be provided to the MSRB’s Electronic Municipal Markets Access (EMMA) system, the current internet web address of which is www.emma.msrb.org.

(b) All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

H-6 SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Borrower, the Trustee, the Dissemination Agent, the Participating Underwriters, parties who can establish beneficial ownership of the Bonds and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 15. Notices. The parties hereto may be given notices required hereunder at the addresses set forth for them in the Loan Agreement or the Indenture.

SECTION 16. Applicable Law. This Disclosure Agreement shall be governed by the laws of the State of Connecticut, and by applicable federal laws.

Dated as of April 1, 2018

BORROWER:

FAIRFIELD UNIVERSITY

By: Name: Michael Trafecante Title: Vice President for Finance, Chief Financial Officer and Treasurer

DISSEMINATION AGENT:

U.S. BANK NATIONAL ASSOCIATION

By: Name: Susan C. Chadbourne Title: Vice President

[SIGNATURE PAGE - CHEFA/FAIRFIELD UNIVERSITY – CONTINUING DISCLOSURE AGREEMENT – APRIL 1, 2018]

H-7 Appendix H

EXHIBIT A To Continuing Disclosure Agreement

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT

Name of Authority: State of Connecticut Health and Educational Facilities Authority (the “Authority”).

Name of Bond Issues: $______State of Connecticut Health and Educational Facilities Authority Revenue Bonds, Fairfield University Issue, Series S

Name of Borrower: Fairfield University.

Date of Issuance: April __, 2018.

NOTICE IS HEREBY GIVEN that the Borrower has not yet provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement by and between Fairfield University (the “Borrower”) and U.S. Bank National Association (the “Dissemination Agent”) dated as of April 1, 2018. The Borrower has informed the Dissemination Agent that the Annual Report will be filed with the Dissemination Agent by .

Dated:______

U.S. Bank National Association, as Dissemination Agent

By:______Name:______Title:______cc: Borrower Authority

H-8 Appendix H

EXHIBIT B To Continuing Disclosure Agreement

Fairfield University

V. ENROLLMENT AND STUDENT DEMAND DATA

A. Fall 20__ freshmen to sophomore retention rate

B. Enrollment (all students, including non-matriculated, continuing education, Fall Fall etc.) 20__ 20__ 1. Undergraduate (FTE) 2. Undergraduate (Headcount) 3. Graduate and Professional (FTE) 4. Graduate and Professional (Headcount) FTE is defined as the number of full-time students plus the full-time equivalent of part-time students (i.e., part-time credit hours divided by full-time course load)

C. Fall 20__ Undergraduate Data First- Transfer Year 1. Applications 2. Acceptances 3. Matriculants 4. Median ACT or SAT score (for SAT, only include math & verbal portions) 5. % of First-Year Matriculants from Outside State 6. Academic Year 20__Tuition & Fees for a Full-Time Undergraduate (excluding room & board) 7 Academic Year 20__ Room & Board Charges

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STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY • REVENUE BONDS, FAIRFIELD UNIVERSITY ISSUE, SERIES S