Louisiana Public Facilities Authority

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Official Statement is delivered in final form. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. As of its date, this Preliminary Official Statement has been deemed final by the Authority and the University for purposes of Rule 15c2-12 of the Securities and Exchange Commission. * Preliminary, subjecttochange. GOLDMAN SACHS &CO.LLC against paymenttherefor. the Bonds.ItisexpectedthatBonds willbeavailablefordeliverythroughthefacilitiesofDTCinNewYork, NewYork,onoraboutNovember29,2017, LLP, NewYork,itsSpecial Counsel.TheYubaGroupLLCisservingasMunicipalAdvisortothe Universityinconnectionwiththeissuanceof Associates, BatonRouge,Louisiana. CertainlegalmatterspertainingtoTulanewillbepasseduponbytheoffice ofitsGeneralCounselandMcGuireWoods New Orleans,Louisiana,SpecialCounsel totheAuthority.Certainlegalmatterswillbepasseduponfor Trusteebyitscounsel,GregoryA.Pletsch& counsel, Breazeale,Sachse&Wilson, L.L.P.,BatonRouge,Louisiana.Certainlegalmatterswillbepassedupon fortheAuthoritybyJacobS.Capraro,Esq., L.L.P., NewOrleans,Louisiana,Bond Counsel,andcertainotherconditions.Certainlegalmatterswill be passeduponfortheUnderwritersbytheir OBTAIN INFORMATIONESSENTIALTOTHEMAKINGOFANINFORMED INVESTMENTDECISION. SUMMARY OFTHISISSUE.INVESTORSMUSTREADTHEENTIREOFFICIALSTATEMENT,INCLUDINGALLAPPENDICES ATTACHEDHERETO,TO PURSUANT TOTHELOANAGREEMENT. THE TRUSTESTATE,INCLUDINGINCOME,REVENUESAND RECEIPTSDERIVEDORTOBEFROMPAYMENTSMADE GOVERNMENTAL BODY) BUT ARE A LIMITED AND SPECIAL REVENUE OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM ARE NOTAGENERALOBLIGATIONOFTHEAUTHORITY(WHICH HASNOTAXINGPOWERANDRECEIVESFUNDSFROMANY THEREOF ISPLEDGEDTOTHEPAYMENTOFPRINCIPAL OF,PREMIUM,IFANY,ORTHEINTERESTONBONDS.BONDS WHATSOEVER ANDNEITHERTHEFAITHORCREDITNOR TAXINGPOWEROFTHESTATEORANYPOLITICALSUBDIVISION OR ANYPOLITICALSUBDIVISIONTHEREOFWITHINTHE MEANING OFANYCONSTITUTIONALORSTATUTORYPROVISIONS OBLIGATION, GENERALORSPECIAL,DEBT,LIABILITY MORAL OBLIGATIONOFTHESTATELOUISIANA(THE“STATE”) pledged tothepaymentofsuchobligationsandcertainotherTulane,asfurtherdescribedherein. Bonds” herein. prior tomaturityasmoreparticularlydescribedherein.See“THEBONDS–RedemptionSeries2017ABonds”and-2017B the Bonds.See“THEPROJECTANDREFUNDING”andESTIMATEDSOURCESUSESOFFUNDSherein. equipping, furnishing, and renovatingcertainprojectsfor the University, as further described in thisOfficial Statement, and (iii) paythe costs of issuance of 2007B,(ii)paythecosts ofconstructing,installing,acquiring, outstanding RefundingRevenueBonds(TulaneUniversityofLouisianaProject)Series refundalloftheAuthority’s the AuthorityandUniversity,forpurposeofprovidingfunds,togetherwithotheravailableto(i) currently 2017, andeachbybetween Loan Agreement”and,togetherwiththe2017AAgreement,“LoanAgreement”),eachdatedasofNovember 1, Agreement (Series2017A)(the“2017ALoanAgreement”)and,withrespecttotheSeries2017BBonds,a Loan Agreement(Series2017B(the“2017B New Orleans,Louisiana,anonprofiteducationalinstitution(“Tulane”orthe“University”),pursuantto,withrespecttoSeries2017ABonds, aLoan Dated: DateofDelivery of Louisiana.See“TAXMATTERS”hereinandtheformsopinionsBondCounselattachedheretoasAPPENDIX D. purposes. BondCounselisfurtheroftheopinionthat,pursuanttoAct,BondsandincomethereofareexemptfromalltaxationinState including, withoutlimitation,thealternativeminimumtax.InterestonSeries2017BBondsisincludedingrossincomeforfederaltax interest ontheSeries2017ABondsistobetakenintoaccountincomputationofcertaintaxesthatmayimposedwithrespectcorporations, purposes andisnotanitemoftaxpreferenceforthefederalalternativeminimumimposedonindividualscorporations.However, BOOK-ENTRY ONLY NEW ISSUE December 15ofeachyear,commencingJune15,2018.See“THEBONDS”herein. Depository, whichwillremitsuchpaymentsinaccordancewithitsnormalprocedures,asdescribedherein.InterestontheBondsispayable June 15and of Mississippi,astrustee(the“Trustee”).Theprincipalof,premium,ifany,andinterestontheBondswillbepayablebyTrusteeto Securities as ofNovember1,2017,andeachbybetweentheAuthorityWhitneyBank,astatebankingcorporationorganizedunderlaws of theState being issuedpursuantto a TrustIndenture(Series2017B)(the“2017BIndenture”and,together with the2017AIndenture,“Indenture”),eachdated herein. TheSeries2017ABondsarebeingissuedpursuanttoaTrustIndenture(Series2017A)(the“2017AIndenture”)andthe2017B Bondsare only inbook‑entryformAuthorizedDenominationsbycredittoparticipatingbroker‑dealersandotherinstitutionsonthebooksofDTCas described Depository”). PurchaserswillnotreceivecertificatesrepresentingtheirinterestsintheBondspurchased.Purchasesofmaybemade Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act assecuritiesdepositoryfor the Bonds (the“Securities or anyintegralmultiplethereof(“AuthorizedDenominations”)asdescribedhereinandwhenissuedwillbeinitiallyregisteredinthenameofCede& “Bonds”) areissuablebytheLouisianaPublicFacilitiesAuthority(the“Authority”)infullyregisteredformwithoutcouponsdenominationsof$5,000 Taxable RevenueBonds(TulaneUniversityofLouisianaProject)Series2017B(the“SeriesBonds”and,togetherwiththe2017ABonds, LOUISIANA PUBLIC FACILITIES AUTHORITY In theopinionofBondCounsel,underexistinglaw,interestonSeries2017ABondsisexcludedfromgrossincomeforfederaltax The Bondsareofferedwhen,asandifissuedbytheAuthorityreceived bytheUnderwriterssubjecttoapprovingopinionofFoley&Judell, THIS COVERPAGECONTAINSCERTAININFORMATIONFORQUICK REFERENCEONLY.THISCOVERPAGEISNOTINTENDEDTOBEA THE BONDSARELIMITEDANDSPECIALOBLIGATIONSOF THEAUTHORITYANDDONOTCONSTITUTEORCREATEAN The obligationsofTulaneundertheLoanAgreementaregeneralandfullfaithcredit are The Series 2017A Bonds are subject to optional and mandatory sinking fund redemption and the Series 2017B Bonds are subject to optional redemption The proceedsoftheBondswillbeloanedbyAuthorityto The $50,780,000*RevenueandRefundingBonds(TulaneUniversityofLouisianaProject)Series2017A(the“SeriesBonds”)$35,980,000* (Tulane UniversityofLouisianaProject)

Revenue andRefundingBonds

$50,780,000* Series 2017A PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 1, 2017

The AdministratorsoftheTulaneEducationalFund The dateofthisOfficial Statementis______,2017. LOUISIANA PUBLIC FACILITIES AUTHORITY (Tulane UniversityofLouisianaProject) Taxable RevenueBonds Due: December15,asshownontheinsidefrontcover $35,980,000* Series 2017B RATINGS: Moody’s:“A2” RAYMOND JAMES See “RATINGS”herein S&P: “A” MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIPS*

$50,780,000* LOUISIANA PUBLIC FACILITIES AUTHORITY Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A

$29,760,000* Serial Bonds

Due Principal Interest Price or (December 15) Amount* Rate Yield CUSIP† 2018 $625,000 % % 2019 650,000 2020 1,915,000 2021 2,000,000 2022 2,105,000 2023 2,220,000 2024 2,330,000 2025 2,450,000 2026 2,575,000 2027 2,700,000 2028 1,840,000 2029 1,930,000 2030 2,035,000 2031 2,135,000 2032 2,250,000

$21,020,000* ____% Term Bond due December 15, 20__; Yield ____%; CUSIP† ______

$35,980,000* LOUISIANA PUBLIC FACILITIES AUTHORITY Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B

Due Principal Interest Price or (December 15) Amount* Rate Yield CUSIP† 2018 $3,190,000 % % 2019 3,110,000 2020 3,580,000 2021 3,800,000 2022 4,025,000 2023 4,000,000 2024 3,985,000 2025 2,820,000 2026 4,160,000 2027 3,310,000

* Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association ("ABA"). CUSIP data herein is provided by CUSIP Global Services, which is operated on behalf of the ABA by S&P Global Market Intelligence, a division of McGraw Hill Financial. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP data herein is provided for convenience of reference only. None of the Authority, the University, the Municipal Advisor, the Underwriters or their agents takes any responsibility for the accuracy of such data 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 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 Bonds.

REGARDING USE OF THIS OFFICIAL STATEMENT

NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AUTHORITY, TULANE OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF, THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE AUTHORITY, TULANE AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. 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 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. THE INFORMATION ON TULANE IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE AUTHORITY. THE INFORMATION REGARDING DTC HAS BEEN OBTAINED FROM DTC, BUT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY THE AUTHORITY OR TULANE. THE AUTHORITY NEITHER HAS NOR WILL ASSUME ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS OFFICIAL STATEMENT OTHER THAN THAT INFORMATION RELATING TO THE AUTHORITY UNDER THE HEADINGS "THE AUTHORITY" AND "ABSENCE OF LITIGATION AFFECTING THE BONDS - The Authority." 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 AUTHORITY, TULANE OR ANY OTHER ENTITY DESCRIBED HEREIN. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE AUTHORITY OR THE UNDERWRITERS AND ANY ONE OR MORE OF THE PURCHASERS OR REGISTERED OWNERS OF THE BONDS.

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

THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE REGISTRATION, QUALIFICATION OR EXEMPTION

OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THESE SECURITIES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVE GUARANTEED OR PASSED UPON THE SAFETY OF THE BONDS AS AN INVESTMENT, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT.

THIS OFFICIAL STATEMENT CONTAINS STATEMENTS THAT, TO THE EXTENT THEY ARE NOT RECITATIONS OF HISTORICAL FACT, CONSTITUTE "FORWARDING-LOOKING STATEMENTS," AS SUCH TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. IN THIS RESPECT, SUCH FORWARD-LOOKING STATEMENTS ARE IDENTIFIED BY THE USE OF THE WORDS "ESTIMATE," "PROJECT," "ANTICIPATE," "EXPECT," "INTEND" OR "BELIEVE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH FORWARDING-LOOKING INFORMATION ADDRESSES CERTAIN EVENTS AND MATTERS SUBJECT TO RISKS AND UNCERTAINTIES. AS A RESULT, EVENTS AND MATTERS MAY SIGNIFICANTLY DIFFER FROM THOSE EXPRESSED IN THIS OFFICIAL STATEMENT BY THE AUTHORITY, THE UNIVERSITY, OR THE UNDERWRITERS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, UNCERTAINTIES RELATING TO ECONOMIC CONDITIONS, INCREASED COMPETITION, AND FUTURE PERTINENT COURT DECISIONS, ALL AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. POTENTIAL INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

THIS PRELIMINARY OFFICIAL STATEMENT HAS BEEN DEEMED TO BE FINAL AS OF ITS DATE WITHIN THE MEANING OF RULE 15c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT FOR THE OMISSIONS OF THE OFFERING PRICE(S), INTEREST RATE(S), SELLING COMPENSATION, AGGREGATE PRINCIPAL AMOUNTS, PRINCIPAL AMOUNT PER MATURITY, DELIVERY DATE, RATINGS AND OTHER TERMS OF THE BONDS DEPENDING ON SUCH MATTERS, ALL OF WHICH ARE PERMITTED OMISSIONS UNDER RULE 15c2-12.

THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE.

TABLE OF CONTENTS

INTRODUCTORY STATEMENT ...... 1

THE AUTHORITY ...... 5 Powers and Purpose ...... 5 Membership of the Authority...... 6 Legality for Investment ...... 6 Approval of Issuance of the Bonds ...... 7 Other Financings ...... 7 Limitation of Liability ...... 7

TULANE...... 8 General ...... 8

THE PROJECT AND THE REFUNDING ...... 8 The Project ...... 8 The Refunding ...... 9

ESTIMATED SOURCES AND USES OF FUNDS ...... 10

THE BONDS ...... 10 Issuance of the Bonds ...... 10 General Description ...... 10 Provisions Applicable if Book-Entry Only System is Terminated ...... 11 General...... 11 Payment of Principal and Interest...... 11 Redemption - Series 2017A Bonds ...... 12 Optional Redemption...... 12 Mandatory Sinking Fund Redemption...... 12 Optional Redemption of Less Than All of the Series 2017A Bonds...... 13 Notice and Method of Redemption...... 13 Redemption - Series 2017B Bonds ...... 14 Optional Redemption...... 14 Election to Redeem...... 16 Selection by Trustee of Series 2017B Bonds to be Redeemed...... 16 Notice of Redemption...... 17

SECURITY FOR THE BONDS ...... 18 General ...... 18 Negative Pledge ...... 18 Provision for Payment ...... 20

LIMITATION ON THE INCURRENCE OF ADDITIONAL GENERAL OBLIGATION INDEBTEDNESS ...... 21

ANNUAL DEBT SERVICE REQUIREMENTS ...... 24

INVESTMENT CONSIDERATIONS ...... 25

General ...... 25 Limited Obligations of the Authority; General Obligations of Tulane ...... 25 Hurricanes ...... 25 OIG Audit ...... 26 Impact of Investment Performance/Investment Income ...... 26 Certain Construction and Completion Risks...... 26 Dependence on Contributions and Other Income Sources ...... 27 Tax-Exemption for Nonprofit Organizations ...... 27 Dependence on Tax-Exempt Status ...... 27 Tax-Exempt Status of Tulane ...... 28 Competition...... 29 Employees ...... 29 Future Capital Expenditures ...... 29 Difficulties in Enforcing Remedies ...... 30 Termination of Certain Existing Covenants ...... 30 Interest Rate Swap Risk ...... 31 Variable Rate Exposure Risk ...... 31 Potential Effects of Bankruptcy ...... 31 Covenant to Maintain Tax-Exempt Status of the Series 2017A Bonds ...... 31 Financial Information...... 32 Environmental Liabilities...... 32 Other Factors ...... 32 Legislative Proposals and Enactments ...... 32 Secondary Market ...... 33 Failure to Provide Ongoing Disclosure...... 33 Book-Entry ...... 33 Risk of Loss from Nonpresentment upon Redemption ...... 33 No Redemption upon Loss of Tax Exemption ...... 33

TAX MATTERS ...... 34 Series 2017A Bonds ...... 34 Alternative Minimum Tax Considerations...... 34 General...... 34 Tax Treatment of Original Issue Premium...... 35 Tax Treatment of Original Issue Discount...... 36 Series 2017B Bonds ...... 36 Federal Taxes...... 36 State Taxes...... 36 Federal Income Taxes...... 36 Medicare Contribution Tax...... 37 Market Discount...... 37 Sale or Redemption of the Series 2017B Bonds...... 38 Defeasance...... 38 Backup Withholding...... 38 Nonresident Bondowners...... 38 ERISA...... 39 Changes in Federal and State Tax Law...... 40

LEGAL MATTERS ...... 40

RATINGS ...... 41 Initial Ratings ...... 41 Changes in Ratings ...... 41

UNDERWRITING ...... 42

INDEPENDENT AUDITORS...... 43

MUNICIPAL ADVISOR...... 43

CONTINUING DISCLOSURE ...... 43 The Undertaking ...... 43 Compliance with Prior Undertakings ...... 43

ABSENCE OF LITIGATION AFFECTING THE BONDS ...... 44 The Authority ...... 44 Tulane ...... 44

MISCELLANEOUS ...... 45

APPENDIX A - INFORMATION CONCERNING TULANE ...... A-1 APPENDIX B - FINANCIAL STATEMENTS OF TULANE ...... B-1 APPENDIX C - CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS ...... C-1 APPENDIX D - PROPOSED FORMS OF BOND COUNSEL OPINIONS ...... D-1 APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT ...... E-1 APPENDIX F – BOOK-ENTRY ONLY SYSTEM ...... F-1

iii [THIS PAGE INTENTIONALLY LEFT BLANK]

OFFICIAL STATEMENT

$50,780,000* $35,980,000* LOUISIANA PUBLIC FACILITIES AUTHORITY LOUISIANA PUBLIC FACILITIES AUTHORITY Revenue and Refunding Bonds Taxable Revenue Bonds (Tulane University of Louisiana Project) (Tulane University of Louisiana Project) Series 2017A Series 2017B

INTRODUCTORY STATEMENT

The purpose of this Official Statement (including the cover page and all appendices) is to furnish information pertaining to the sale of $50,780,000* aggregate principal amount of Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A (the "Series 2017A Bonds") and $35,980,000* aggregate principal amount of Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B (the "Series 2017B Bonds" or "Series 2017B Taxable Bonds" and, together with the Series 2017A Bonds, the "Bonds") of the Louisiana Public Facilities Authority (the "Authority"). The Authority was organized under an Indenture of Trust pursuant to the provisions of the Louisiana Public Trust Act, being Sections 2341 through 2347, inclusive, of Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended (the "Public Trust Act"), to engage in a variety of activities, including furnishing educational facilities. The Authority is authorized to issue revenue bonds under the Public Trust Act and to issue revenue refunding bonds pursuant to the provisions of Chapter 14-A of Title 39 the Louisiana Revised Statutes of 1950, as amended (the "Refunding Act" and, together with Public Trust Act, the "Act"). The Authority is a duly constituted public trust and public corporation of the State of Louisiana (the "State"), created in 1974 for the benefit of the State. See "THE AUTHORITY" herein. Certain capitalized terms used, and not otherwise defined, herein are defined in "APPENDIX C - CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS" hereto.

The Bonds are being issued by the Authority pursuant to (i) the Act, (ii) with respect to the Series 2017A Bonds, a Trust Indenture (Series 2017A) (the "2017A Indenture") and, with respect to the Series 2017B Bonds, a Trust Indenture (Series 2017B) (the "2017B Indenture" and, together with the 2017A Indenture, the "Indenture"), each dated as of November 1, 2017, and each by and between the Authority and Whitney Bank, a state banking corporation organized under the laws of the State of Mississippi, as trustee (the "Trustee"); and (iii) resolutions of the Authority’s Board of Trustees adopted on August 9, 2016, November 2, 2016, September 12, 2017 and October 10, 2017, authorizing the issuance of the Bonds.

The Administrators of the Tulane Educational Fund (the "University" or "Tulane") is a Louisiana nonprofit corporation and is the legal name of Tulane University of Louisiana ("Tulane University"), an educational institution founded in 1834, located in the City of New Orleans, Louisiana (the "City" or "New Orleans"). Tulane University includes an undergraduate college, a law school, a medical school, a graduate school of business administration, and other graduate and ancillary programs. Tulane University currently consists of nine academic schools

* Preliminary, subject to change.

and enrolled for the Fall 2017 semester 8,435 full-time and part-time undergraduate students, 3,879 full-time and part-time graduate and professional students, and 1,288 full-time medical students and medical residents. See "TULANE" herein and "APPENDIX A - INFORMATION CONCERNING TULANE" hereto.

The proceeds of the Bonds are being loaned by the Authority to Tulane pursuant to, with respect to the Series 2017A Bonds, a Loan Agreement (Series 2017A) (the "2017A Loan Agreement") and, with respect to the Series 2017B Bonds, a Loan Agreement (Series 2017B) (the "2017B Loan Agreement" and, together with the 2017A Loan Agreement, the "Loan Agreement"), each dated as of November 1, 2017, and each by and between the Authority and Tulane, for the purpose of providing funds, together with other available funds, to (i) currently refund all of the Authority’s outstanding Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007B Bonds (the "Refunded Bonds"), currently outstanding in the principal amount of $25,055,000, (ii) pay the costs of constructing, installing, acquiring, equipping, furnishing, and renovating certain projects for the University (collectively, the "Project"), and (iii) pay the costs of issuance of the Bonds. See "THE PROJECT AND THE REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

After the issuance of the Bonds, Tulane will have outstanding, in addition to the Bonds and excluding the Refunded Bonds, the following indebtedness secured by the full faith and credit of Tulane:

Issue Date Amount and Description of Indebtedness 10-1-1982 $1,260,000 Mortgage Bonds Series 1982 (the "Series 1982 Bonds"), $420,000 of which will be outstanding as of the date of issuance of the Bonds. 5-31-2007 $192,565,000 Louisiana Public Facilities Authority Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007A-1, $1,150,000 of which will be outstanding as of the date of issuance of the Bonds (the "Non-Callable Series 2007A-1 Bonds"). 5-31-2007 $62,180,000 Louisiana Public Facilities Authority Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007A-2 (the "Series 2007A-2 Bonds"), $39,580,000 of which will be outstanding as of the date of issuance of the Bonds. 5-31-2007 $103,135,000 The Administrators of the Tulane Educational Fund (Tulane University of Louisiana) Series 2007C Taxable Refunding Revenue Bonds (the "Series 2007C Taxable Bonds"), $91,355,000 of which will be outstanding as of the date of issuance of the Bonds. 12-9-2009 $30,000,000 Louisiana Public Facilities Authority Revenue Bonds (Tulane University of Louisiana Project) Series 2009 (the "Series 2009 Bonds"), $29,235,000 of which will be outstanding as of the date of issuance of the Bonds. 3-25-2010 $30,000,000 Louisiana Public Facilities Authority Revenue Bonds (Tulane University of Louisiana Project) Series 2010 (the "Series 2010 Bonds"), $28,850,000 of which will be outstanding as of the date of issuance of the Bonds.

Issue Date Amount and Description of Indebtedness 5-24-2012 $11,325,000 Louisiana Public Facilities Authority Revenue Bonds (Tulane University of Louisiana Project) Series 2012 (the "Series 2012 Bonds"), $7,325,000 of which will be outstanding as of the date of issuance of the Bonds. 1-25-2013 $36,300,000 Louisiana Public Facilities Authority Revenue Bonds (Tulane University of Louisiana Project) Series 2013A (the "Series 2013A Bonds"), $27,005,000 of which will be outstanding as of the date of issuance of the Bonds. 3-13-2013 $65,670,000 Louisiana Public Facilities Authority Revenue Bonds (Tulane University of Louisiana Project) Series 2013B (the "Series 2013B Bonds"), all of which will be outstanding as of the date of issuance of the Bonds. 3-13-2013 $36,985,000 The Administrators of the Tulane Educational Fund (Tulane University of Louisiana) Series 2013C Taxable Revenue Bonds (the "Series 2013C Bonds"), all of which will be outstanding as of the date of issuance of the Bonds. 6-27-2013 $60,575,000 The Administrators of the Tulane Educational Fund (Tulane University of Louisiana) Series 2013D Taxable Refunding Revenue Bonds (the "Series 2013D Bonds"), all of which will be outstanding as of the date of issuance of the Bonds. 11-22-2016 $173,295,000 Louisiana Public Facilities Authority Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2016A (the "Series 2016A Bonds"), all of which will be outstanding as of the date of issuance of the Bonds. 11-22-2016 $91,820,000 Louisiana Public Facilities Authority Taxable Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2016B (the "Series 2016B Bonds" and, together with the Series 2016A Bonds, the "Series 2016 Bonds"), all of which will be outstanding as of the date of issuance of the Bonds.

The Series 1982 Bonds, the Series 2007A-1 Bonds, the Series 2007A-2 Bonds, the Series 2007C Taxable Bonds, the Series 2009 Bonds, the Series 2010 Bonds, the Series 2012 Bonds, the Series 2013A Bonds, the Series 2013B Bonds, the Series 2013C Bonds, the Series 2013D Bonds and the Series 2016 Bonds are herein sometimes referred to collectively as the "Outstanding Bonds." In addition to the Outstanding Bonds, Tulane has outstanding certain Long-Term Indebtedness, including a Small Business Administration mortgage term note with an outstanding balance of $1.150 million (the "SBA Note") and one unsecured term note with an outstanding balance of $28.693 million (the "Bank Note" and, together with the SBA Note, the "Term Notes" and, together with the Outstanding Bonds, the "Outstanding Indebtedness"). See "ANNUAL DEBT SERVICE REQUIREMENTS" herein. See also "Outstanding Indebtedness - Bonds Payable" and "- Notes Payable" in APPENDIX A hereto. Tulane may issue in the future General Obligation Indebtedness or secured indebtedness upon compliance with certain covenants as described herein under "LIMITATION ON INCURRENCE OF ADDITIONAL GENERAL OBLIGATION INDEBTEDNESS BY TULANE" herein. See also Notes 10 and 11 in "APPENDIX B - FINANCIAL STATEMENTS OF TULANE" hereto.

Tulane has available certain short-term lines of credit with certain banks. Tulane has no immediate plan to draw on these short-term lines of credit. See "Management's Discussion and

Analysis - Liquidity" in APPENDIX A hereto and Note 10 in "APPENDIX B - FINANCIAL STATEMENTS OF TULANE" hereto.

The obligations of Tulane under the Loan Agreement are general obligations of Tulane and the full faith and credit of Tulane are pledged to the payment of such obligations.

The Bonds are limited and special obligations of the Authority and do not constitute or create an obligation, general or special, debt, liability or moral obligation of the State of Louisiana (the "State") or any political subdivision thereof within the meaning of any constitutional or statutory provisions whatsoever and neither the faith or credit nor the taxing power of the State or of any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or the interest on the Bonds. The Bonds are not a general obligation of the Authority (which has no taxing power and receives no funds from any governmental body) but are a limited and special revenue obligation of the Authority payable solely from the Trust Estate, including the income, revenues and receipts derived or to be derived from payments made pursuant to the Loan Agreement.

Certain risks are involved in the purchase of the Bonds. See "INVESTMENT CONSIDERATIONS" herein.

Definitions of certain terms used in this Official Statement are set forth in "APPENDIX C - CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS" hereto. This Official Statement contains brief descriptions of, among other things, the Bonds, the Loan Agreement, and the Indenture. Such descriptions do not purport to be comprehensive or definitive, and references in this Official Statement to documents are qualified in their entirety by references to each such document, and references in this Official Statement to the Bonds are qualified in their entirety by reference to the form of the Bond included in the Indenture. Until the issuance and delivery of the Bonds, draft copies of such documents may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282. After the issuance and delivery of the Bonds, copies of such documents will be available for inspection at the corporate trust office of the Trustee, located at Whitney Bank Corporate Trust, 445 North Boulevard, Suite 201, Baton Rouge, Louisiana 70802. The audited financial statements of Tulane for the Fiscal Years ended June 30, 2017 and 2016 are included herein as APPENDIX B. The proposed forms of the opinions of Bond Counsel are included herein as APPENDIX D. The form of the Continuing Disclosure Agreement is included herein as APPENDIX E. A summary of the Book-Entry Only System is set forth in APPENDIX F hereto.

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THE AUTHORITY

Powers and Purpose

The Authority was created pursuant to an Indenture of Trust dated August 21, 1974 for the benefit of the State. The Governor, on behalf of the State, accepted the beneficial interest in the Authority by Executive Order Number 71 on August 27, 1974. The Authority is a public trust and a public corporation of the State organized pursuant to the laws of the State, including the Public Trust Act, and is governed by seven trustees who are appointed by the Governor. The Authority has no taxing power and receives no appropriations from the State or any governmental body. The Authority is not organized for profit, and no part of its net earnings may inure to the benefit of any private person. The Public Trust Act provides that no trustee of the Authority may be charged personally with any liability whatsoever by reason of any act or omission committed or suffered in the performance of the functions of the Authority or in the operation of the Authority's property. The Public Trust Act requires that any amendments to the Indenture of Trust pursuant to which the Authority was created must be approved by a two-thirds (2/3) vote of both Houses of the Legislature and by the Governor of the State.

The purposes of the Authority are to promote and encourage a wide range of public and industrial activities within the State, including the provision of educational services and facilities, and to provide funds in furtherance thereof. The Authority also has general powers which include the power to enter into, make and perform contracts of every lawful kind to accomplish its purposes.

The Authority has not prepared or assisted in the preparation of this Official Statement, except the statements under this section with respect to the Authority and the information with respect to the Authority under the heading "ABSENCE OF LITIGATION AFFECTING THE BONDS - The Authority" and, except as aforesaid, the Authority is not responsible for any statements made in this Official Statement. Except for the execution and delivery of documents required to effect the offering of the Bonds, the Authority has not otherwise assisted in connection with the offering of the Bonds. Accordingly, except for the aforesaid, the Authority disclaims responsibility for the disclosure set forth in this Official Statement or otherwise in connection with the offering of the Bonds.

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Membership of the Authority

The present trustees of the Authority, and the expiration dates of their respective terms of office and occupations or affiliations, are as follows:

Name Term Expires Principal Occupation/Affiliation

Attorney, Snellings, Breard, Sartor, Guy Campbell III, Chairman October 15, 2017* Inabnett & Trascher, L.L.P. Monroe, Louisiana CPA, PFS, H.D. Vest Financial Craig A. Cheramie, Secretary-Treasurer August 25, 2020 Services Harahan, Louisiana Chief Facilities Officer, Recovery Ronald H. Bordelon January 31, 2022 School District New Orleans, Louisiana Attorney, Murray, Darnell & Michael C. Darnell March 2, 2022 Associates, L.L.C. New Orleans, Louisiana Executive Director for Corporate and Business Development, Southern Larry Ferdinand September 7, 2022 University – Shreveport Shreveport, Louisiana Attorney David Groner, PLC David W. Groner December 20, 2018 New Iberia, Louisiana Executive Director, Casey R. Guidry September 7, 2021 Start Corporation Houma, Louisiana

* A Trustee continues in office until a successor trustee is duly appointed and qualified. Trustees are eligible for reappointment.

Mr. James W. Parks II serves as President and Chief Executive Officer and as Assistant Secretary for the Authority. The address of the Authority is 2237 South Acadian Thruway, Suite 650, Baton Rouge, Louisiana 70808, and the telephone number is (225) 923-0020.

Legality for Investment

With respect to bonds and notes issued by the Authority, including the Bonds, the Public Trust Act provides in La. R.S. 9:2347(A)(3) as follows:

Bonds and notes issued hereunder are hereby declared legal investments and are hereby made securities in which all insurance companies and associations and other persons carrying on an insurance business, trust companies, banks, bankers, banking associations, savings banks and savings associations, including savings and loan associations, credit unions, building and loan associations, investment companies, executors, administrators, trustees and other fiduciaries, pension, profit-sharing, retirement funds and other persons carrying on a banking business, and all

other persons who are authorized to invest in revenue bonds may properly and legally invest funds, including capital in their control or belonging to them. Such bonds and notes are hereby made securities which may properly and legally be deposited with and received by any state or municipal or public officer or any agency or political subdivision of the state for any purpose for which the deposit of revenue bonds is authorized by law. Nothing contained herein shall authorize the investment of public pension or retirement funds in public trust bonds or other obligations.

The Refunding Act provides as follows:

"All refunding bonds issued pursuant to this Chapter shall be and are hereby made negotiable instruments within the meaning of and for all purposes of the negotiable instruments law of Louisiana, subject only to the provisions of the refunding bonds for registration. The refunding bonds shall be legal and authorized investments for banks, savings banks, insurance companies, homestead and building loan associations, trustees and other fiduciaries and may be used for deposit with any officer, board, municipality or other political subdivision of the state of Louisiana, in any case where, by present or future laws, deposit or security is required."

Approval of Issuance of the Bonds

The issuance and sale of the Bonds was approved by the Authority's Board of Trustees on August 9, 2016, November 2, 2016, September 12, 2017 and October 10, 2017.

Other Financings

The Authority has issued, and may continue to issue, other series of bonds or notes for the purpose of financing other projects and programs. Each such series of bonds or notes is or will be secured by instruments separate and apart from the Indenture securing the Bonds and is or will be payable from different sources of revenue.

Limitation of Liability

THE BONDS ARE LIMITED AND SPECIAL OBLIGATIONS OF THE AUTHORITY AND DO NOT CONSTITUTE OR CREATE AN OBLIGATION, GENERAL OR SPECIAL, DEBT, LIABILITY OR MORAL OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH OR CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE BONDS. THE BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY (WHICH HAS NO TAXING POWER AND RECEIVES NO FUNDS FROM ANY

GOVERNMENTAL BODY) BUT ARE A LIMITED AND SPECIAL REVENUE OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE, INCLUDING THE INCOME, REVENUES AND RECEIPTS DERIVED OR TO BE DERIVED FROM PAYMENTS MADE PURSUANT TO THE LOAN AGREEMENT.

TULANE

General

Tulane is a highly regarded and selective independent, private research university. Its schools and colleges offer degrees in the liberal arts, science and engineering, architecture, business, law, social work, medicine, and public health and tropical medicine. Located in New Orleans, Louisiana, Tulane traces its origins to the Medical College of Louisiana, which was founded in 1834. By 1847, the Medical College of Louisiana was part of the newly established public institution, the University of Louisiana. Tulane emerged as a private university in 1884 when the University of Louisiana was reorganized and named in honor of benefactor Paul Tulane, a wealthy merchant who bequeathed more than $1 million to endow a university "for the promotion and encouragement of intellectual, moral and industrial education." In 1886, the H. Sophie Newcomb Memorial College for Women ("Newcomb College") was established as part of the University. In 2006, Newcomb College and Tulane's college for undergraduate men were consolidated to form the Newcomb-Tulane College.

Tulane’s nine academic schools are primarily located on two campuses. The main campus is located on approximately 110 acres in the uptown residential section of New Orleans on St. Charles Avenue (the "Uptown Campus"). The campus in downtown New Orleans (the "Downtown Campus") includes the School of Medicine, the School of Public Health and Tropical Medicine, and the Tulane Medical Center (which is owned and operated pursuant to a joint venture arrangement between Tulane and HCA Healthcare, Inc.). The Tulane National Primate Research Center (the "Primate Center"), located in Covington, Louisiana, has a mission to improve human and animal health nationwide through basic and applied biomedical research.

Research in many disciplines has flourished at Tulane through the establishment of centers such as the Roger Thayer Stone Center for Latin American Studies, the Middle American Research Institute, the Tulane/Xavier Center for Bioenvironmental Research, the Murphy Institute, and the Tulane Cancer Center (part of the School of Medicine). In 2006, the University established the Newcomb College Institute, the Center for Public Service and the Cowen Institute for Public Education Initiatives.

For additional information, see "APPENDIX A - INFORMATION CONCERNING TULANE" hereto.

THE PROJECT AND THE REFUNDING

The Project

A portion of the proceeds of the Bonds will be used to finance a portion of the costs of the Project, which consists of constructing, installing, acquiring, equipping, furnishing and

renovating facilities located on the Uptown Campus and the Downtown Campus and at the Primate Center located in Covington, Louisiana.

The University is currently planning for the design, construction and financing of an approximately 71,020 net square foot facility to be known as the Commons, which will include approximately 41,900 square feet for dining, 12,000 square feet for the Newcomb College Institute, 10,800 square feet for student meeting and study space and 6,320 square feet for support space. The dining facility will double the capacity of the existing facility and provide new amenities for students. The project budget is $55 million. Proceeds of the Series 2017A Bonds and the Series 2017B Bonds in the approximate amount of $41 million will be used to bridge the period between the design and construction of this project and the collection of contractual payments from an international food services and facilities management company and donations/sponsorships for this project.

The University also intends to use approximately $25 million in proceeds from the Series 2017A Bonds and the Series 2017B Bonds for a number of smaller projects, including (i) renovation of Gibson Hall, the primary administration building on St. Charles Avenue on the Uptown Campus, (ii) renovation and expansion of Mussafer Hall on the Uptown Campus, (iii) renovation of various housing and residence life facilities, (iv) the construction and equipping of two campus police stations (one uptown, one downtown), (v) renovation of a Primate Center building, and (vi) the acquisition and installation of academic and administrative data processing systems and infrastructure.

See also "Capital Projects" in APPENDIX A hereto.

The Refunding

A portion of the proceeds of the Bonds in the approximate amount of $26,000,000* is being used to effect a current refunding of the Refunded Bonds.

The current refunding of the Refunded Bonds will be accomplished by an irrevocable deposit of a portion of the proceeds of the Bonds into a Refunding Fund for the Refunded Bonds (the "Refunding Fund") created pursuant to the provisions of the 2017A Indenture in an amount necessary to redeem the Refunded Bonds on December 15, 2017 (the "Redemption Date"). Such funds, together with the interest due on the Refunded Bonds provided by the University, will be transferred to The Bank of New York Mellon Trust Company, N.A. (the "Prior Trustee") on the Redemption Date and used by the Prior Trustee to redeem the Refunded Bonds on the Redemption Date.

* Preliminary, subject to change.

ESTIMATED SOURCES AND USES OF FUNDS*

The sources and uses of funds to pay the costs of refunding the Refunded Bonds and a portion of the costs of the Project are estimated to be as follows:

Sources of Funds: Series 2017A Series 2017B Total Par Amount of the Bonds $$ $ Plus Net Original Issue Premium TOTAL $$ $

Uses of Funds: Deposit to Refunding Fund $$ $ Deposit to Acquisition Fund Costs of Issuance(1) TOTAL $$ $

(1) Includes, without limitation, Underwriters’ discount, legal, printing and other costs incurred in connection with the issuance of the Bonds, the payment of the majority of which are contingent on the issuance of the Bonds.

THE BONDS

Issuance of the Bonds

The Bonds will be issued pursuant to the Indenture and the Constitution and laws of the State, including the Act, subject to the conditions provided in the Indenture. The principal of, premium, if any, and interest on all Bonds issued under the provisions of the Indenture shall be payable solely from the Trust Estate, including the moneys provided in the Indenture, and shall be entitled to the security and benefit of the Indenture.

General Description

The Bonds will be issued as fully registered bonds, without coupons, in denominations of $5,000 or any integral multiple thereof ("Authorized Denominations") initially in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Purchasers of Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates. Ownership interests may be acquired in book-entry form only. See "APPENDIX F - BOOK-ENTRY ONLY SYSTEM." The Bonds will be dated the date of delivery, will mature (subject to prior redemption) on December 15 in the years and in the principal amounts and will bear interest at the rates per annum (using a year of 360 days comprised of twelve 30-day months) indicated on the inside front cover page of this Official Statement payable on June 15 and December 15 of each year (each an "Interest Payment Date"), commencing June 15, 2018. Principal of, premium, if any, and interest on the Bonds will be

* Preliminary, subject to change.

payable in the manner described in "APPENDIX F - BOOK-ENTRY ONLY SYSTEM." Payment of the Bonds will be made in such coin or currency of the United States of America as, at the respective times of payment, is legal tender for the payment of public and private debts.

Provisions Applicable if Book-Entry Only System is Terminated

General. Purchasers of Bonds will receive principal and interest payments, and may transfer and exchange Bonds, pursuant to the following provisions only if the book-entry only system is terminated. Otherwise, payments and transfers will be made only as described in "APPENDIX F - BOOK-ENTRY ONLY SYSTEM."

Payment of Principal and Interest. The principal of, and premium, if any, of the Bonds will be payable to the registered owners thereof upon surrender of the Bonds at the principal corporate trust office of the Trustee. The interest on the Bonds, when due and payable, will be paid by check or draft mailed by the Trustee on such due date to the persons in whose names the Bonds are registered, at the addresses as they appear on the Bond Register maintained by the Trustee at the close of business on the applicable Record Date (June 1 or December 1, as the case may be, next preceding an Interest Payment Date or, if such day shall not be a Business Day, the next preceding Business Day) irrespective of any transfer or exchange of the Bonds subsequent to such Record Date and prior to such Interest Payment Date, unless the Authority shall default in payment of interest due on such Interest Payment Date. In the event of any such default, such defaulted interest shall be payable on a payment date established by the Trustee to the persons in whose names the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered owners of the Bonds not less than 15 days preceding such special record date.

Registration; Transfer and Exchange. Pursuant to the Indenture, the Trustee is designated as the bond registrar for the Bonds. So long as any of the Bonds remain outstanding, there will be maintained and kept for the Authority, at the principal corporate trust office of the Trustee, the Bond Register for the registration and transfer of the Bonds and, upon presentation thereof for such purpose at said office, the Trustee will register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it may prescribe, any Bond. Each Bond shall be transferable only upon the Bond Register at the principal corporate trust office of the Trustee at the written request of the registered owner thereof or his legal representative duly authorized in writing upon surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his legal representative duly authorized in writing. Upon the transfer of any such Bond, the Trustee will issue in the name of the transferee, in Authorized Denominations, one or more Bonds of the same aggregate principal amount as the surrendered Bonds.

As long as any of the Bonds remain outstanding, there shall be permitted the exchange of Bonds at the principal corporate trust office of the Trustee. Any Bond or Bonds, upon surrender thereof at the principal corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or his legal representative duly authorized in writing, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of other Bonds of the same series in Authorized Denominations.

For every such exchange or transfer of Bonds, 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 required to register the transfer or exchange of (a) any Bonds during the 15 day period next preceding the selection of Bonds to be redeemed and thereafter until the date of the mailing of a notice of redemption of Bonds selected for redemption, or (b) any Bonds selected, called or being called for redemption in whole or in part, except in the case of any Bond to be redeemed in part, the portion thereof not so to be redeemed.

Redemption - Series 2017A Bonds*

Optional Redemption. The Series 2017A Bonds are subject to redemption prior to maturity at the option of the Authority, upon written direction from an Authorized University Representative, on or after December 15, 2027, in whole or in part at any time, the maturity of said Bonds to be redeemed to be designated by the University and selected within a maturity by the Trustee in such manner as the Trustee may determine, at a redemption price of 100% of the principal amount of Bonds to be redeemed plus accrued interest to the redemption date.

Mandatory Sinking Fund Redemption. The Series 2017A Bonds maturing on December 15, 20__, are subject to mandatory sinking fund redemption prior to maturity, in part, by lot in such manner as may be designated by the Trustee at 100% of the principal amount of such Bonds to be redeemed, plus accrued interest thereon to the date of redemption, on December 15 of the following years and in the following amounts:

Year Principal (December 15) Amount $

(1)

(1) Final Maturity

The required mandatory sinking fund redemption described above may be satisfied by the purchase of the Series 2017A Bonds in the open market, which purchase will be credited against the required redemption at 100% of the principal amount of the Series 2017A Bonds so purchased in the order directed by an Authorized University Representative.

* Preliminary, subject to change.

Optional Redemption of Less Than All of the Series 2017A Bonds. Unless otherwise specified above, if less than all of the Series 2017A Bonds shall be called for optional redemption, the maturity or mandatory sinking fund installment of the Series 2017A Bonds to be redeemed or credited, as the case may be, shall be designated by Tulane and selected by the Trustee within a maturity or mandatory sinking fund installment in such manner as the Trustee may determine; provided, however, that the portion of any Series 2017A Bond to be redeemed shall be in the principal amount of an Authorized Denomination. If a portion of any Series 2017A Bond shall be called for redemption, a new Series 2017A Bond in principal amount equal to the unredeemed portion thereof shall be issued to the registered owner upon the surrender thereof.

Notice and Method of Redemption. At least 30 days before the redemption date of any Series 2017A Bonds, the Trustee shall cause a notice of any such redemption, signed by an authorized officer of the Trustee, to be mailed, postage prepaid, to all Bondholders of record owning Series 2017A Bonds to be redeemed in whole or in part, at their addresses as they appear on the registration books of the Trustee, but any failure to mail any such notice to one or more owners shall not affect the validity of the proceedings for such redemption with respect to the owners to whom notice was duly mailed. Neither the failure to receive any notice nor any defect in such notice so given shall affect the validity of the proceedings for such redemption. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 2017A Bonds then outstanding shall be called for redemption, the numbers of such Series 2017A Bonds to be redeemed and, in the case of Series 2017A Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. In case any Series 2017A Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Series 2017A Bond, a new Series 2017A Bond in principal amount equal to the unredeemed portion of such Series 2017A Bond will be issued.

On the date so designated for redemption, notice having been given in the manner and under the conditions provided in the Indenture and money for payment of the redemption price being held in the Debt Service Fund under the Indenture in trust for the owners of the Series 2017A Bonds or portions thereof to be redeemed, the Series 2017A Bonds or portions of Series 2017A Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 2017A Bonds or portions of Series 2017A Bonds on such date, interest on the Series 2017A Bonds or portions of Series 2017A Bonds so called for redemption shall cease to accrue, such Series 2017A Bonds or portions of Series 2017A Bonds shall cease to be entitled to any benefit or security under the Indenture, and the owners of such Series 2017A Bonds or portions of Series 2017A Bonds shall not have rights in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next paragraph, to receive Series 2017A Bonds for any unredeemed portions of Series 2017A Bonds.

In case part, but not all, of an outstanding Series 2017A Bond shall be selected for redemption, the registered owner thereof or his legal representative shall present and surrender such Series 2017A Bond to the Trustee for payment of the principal amount thereof so called for redemption, and the Trustee shall authenticate and deliver to or upon the order of such registered

owner or his legal representative, without charge therefor, for the unredeemed portion of the principal amount of the Series 2017A Bond so surrendered, a new Series 2017A Bond.

Series 2017A Bonds and portions of Series 2017A Bonds which have been duly called for redemption under the provisions of the Indenture, or with respect to which irrevocable instructions to call for redemption have been given to the Trustee in form satisfactory to it, and for the payment of the redemption price for which moneys, or Defeasance Obligations, or a combination thereof, shall be held by the Trustee in a segregated account in trust for the owners of the Series 2017A Bonds or portions thereof to be redeemed, shall not thereafter be deemed to be outstanding under the provisions of the Indenture and shall cease to be entitled to any security or benefit under the Indenture other than the right to receive payment from such moneys or Defeasance Obligations, or a combination thereof.

With respect to any notice of optional redemption of Series 2017A Bonds, unless, upon the giving of such notice, such Series 2017A Bonds or portions thereof shall be deemed to have been paid within the meaning set forth in the Indenture, such notice shall state that such redemption shall be conditioned upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys or Defeasance Obligations, or a combination thereof, sufficient to pay the principal of, premium if any, and interest on such Series 2017A Bonds or portions thereof to be redeemed, and that if such moneys or Defeasance Obligations, or a combination thereof, shall not have been so received said notice shall be of no force and effect and the Trustee shall not be required to redeem such Series 2017A Bonds or portions thereof. In the event that such notice of redemption contains such a condition and such moneys or Defeasance Obligations, or a combination thereof, are not so received, the redemption shall not be made and the Trustee shall within five (5) days after the scheduled redemption date give notice, in the manner in which the notice of redemption was given, that such moneys or Defeasance Obligations, or a combination thereof, were not so received.

Redemption - Series 2017B Bonds*

Optional Redemption. The Series 2017B Bonds are subject to redemption prior to their stated maturity in whole or in part (and if in part, in Authorized Denominations and on a pro rata basis, as described below), at the option of the Authority, at the direction of the University, on any Business Day at the Make-Whole Redemption Price (as defined herein), plus accrued interest on the Series 2017B Bonds to be redeemed to the Redemption Date. "Make-Whole Redemption Price" means the greater of (i) 100% of the principal amount of a Series 2017B Bond to be redeemed or (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2017B Bond to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Series 2017B Bond is to be redeemed, discounted to the date on which such Series 2017B Bond is to be redeemed, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months at the adjusted Treasury Rate (as defined below), plus the following make-whole call spread for the Series 2017B Bonds maturing on the dates set forth below:

* Preliminary, subject to change.

Maturity Date Make-Whole Call Spread (December 15) (basis points) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

For purposes of the immediately preceding paragraph, the following definitions shall apply:

"Business Day" means any day other than a Saturday, a Sunday, or a day on which the Trustee is authorized to be closed under general law or regulation applicable in the place where the Trustee performs its business with respect to the Indenture.

"Comparable Treasury Issue" means, with respect to the Series 2017B Bonds, the United States Treasury security or securities selected by the Independent Investment Banker which has an actual maturity comparable to the remaining term of the Series 2017B Bonds to be redeemed, and that would be utilized in accordance with customary financial practice in pricing new issues of debt securities of comparable maturity to the remaining term of the Series 2017B Bonds to be redeemed.

"Comparable Treasury Price" means, with respect to any redemption date and the Series 2017B Bonds, (A) the average of the applicable Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the Series 2017B Bonds obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers as designated by the University.

"Reference Treasury Dealer" means each of four firms, as designated by the University, and their respective successors; provided, however, that if any of them ceases to be a primary U.S. Government Securities dealer in the City of New York, New York (a "Primary Treasury Dealer"), the University shall substitute another Primary Treasury Dealer.

"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date for the Bonds, the average, as determined by the Independent Investment Banker and communicated to the University, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker and communicated to the

Trustee by such Reference Treasury Dealer at 3:30 P.M., New York City time, on the third Business Day preceding that redemption date.

"Treasury Rate" means, with respect to any redemption date for a particular Series 2017B Bond, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue with respect thereto, computed as of the second Business Day immediately preceding such redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price with respect thereto for such redemption date.

The Make-Whole Redemption Price of Series 2017B Bonds to be optionally redeemed may be determined by an independent accounting firm, investment banking firm or financial advisor retained by the University at the University's expense to calculate such Make-Whole Redemption Price. The Trustee, the Authority and the University may conclusively rely on the determination of such Make-Whole Redemption Price by such independent accounting firm, investment banking firm or financial advisor and shall not be liable for such reliance.

Election to Redeem. The election of the University to exercise its right of optional redemption shall be evidenced by notice from an Authorized University Representative to the Trustee and the Authority. If all affected Series 2017B Bonds are held by the University or the Trustee, the election to redeem may be given one (1) Business Day prior to the date fixed for redemption. An election to redeem shall specify (i) the principal amount of Series 2017B Bonds to be redeemed (if less than all Series 2017B Bonds Outstanding are to be redeemed pursuant to such option), (ii) the redemption date and (iii) any conditions to such redemption specified in accordance with the notice of redemption provisions set forth below.

Selection by Trustee of Series 2017B Bonds to be Redeemed.

(a) If less than all Series 2017B Bonds Outstanding are to be redeemed, the Trustee shall direct DTC to make a pro rata pass-through distribution of principal to the Holders. If the DTC operational arrangements do not allow for the redemption of the Series 2017B Bonds on a pro rata pass-through distribution of principal basis, the Series 2017B Bonds shall be selected for redemption in accordance with DTC procedures, by lot.

(b) For purposes of calculation of the pro rata pass-through distribution of principal, "pro rata" means, for any amount of principal to be paid, the application of a fraction to each denomination of the Series 2017B Bonds where (i) the numerator of which is equal to the amount due to the respective Holders on a payment date and (ii) the denominator of which is equal to the total original par amount of the Series 2017B Bonds.

(c) In the event that the book-entry system is discontinued, if less then all of the Series 2017B Bonds Outstanding are to be redeemed, the Trustee shall select the Series 2017B Bonds to be redeemed from the Series 2017B Bonds Outstanding not previously called for redemption, pro rata, based on the portion of the original face amount of any such Series 2017B Bonds to be redeemed.

(d) Notwithstanding the foregoing, so long as the Holder is Cede & Co., selection of Series 2017B Bonds to be redeemed in part shall be made by DTC according to its procedures.

(e) For all purposes of the Indenture, unless the context otherwise requires, all provisions relating to the redemption of Series 2017B Bonds shall relate, in the case of any Series 2017B Bond redeemed or to be redeemed only in part, to the portion of the principal of such Series 2017B Bond which has been or is to be redeemed.

Notice of Redemption.

(a) If the affected Series 2017B Bonds to be redeemed are not held by the University or the Trustee, notice of redemption shall be given to affected Bondholders not less than thirty (30) days prior to the redemption date. If the book-entry system is in effect, such notice shall be given to DTC by such method as shall be specified in the rules and regulations of the book-entry system. If the book-entry system has been terminated, such notice shall be given by registered mail.

(b) All notices of redemption shall state:

(1) the redemption date,

(2) the redemption price, provided that for any Series 2017B Bonds subject to optional redemption, such notice shall state that the redemption price of the Series 2017B Bonds to be redeemed will be determined by not later than one (1) Business Day prior to the date fixed for redemption,

(3) the maturity date, principal amount, rate of interest, CUSIP number and date of issuance of Series 2017B Bonds to be redeemed,

(4) that, subject to any conditions imposed in accordance with the provisions set forth in (d) below, on the redemption date the redemption price of each of the Series 2017B Bonds to be redeemed shall become due and payable and that the interest thereon shall cease to accrue from and after said date, and

(5) for any Series 2017B Bonds subject to optional redemption, any conditions to such redemption specified in accordance with the provisions set forth in (d) below.

(c) Notice of redemption of Series 2017B Bonds to be redeemed at the option of the University shall be given by the Trustee on behalf of the Authority without consent of the Authority.

(d) With respect to any notice of optional redemption of Series 2017B Bonds, unless, upon the giving of such notice, such Series 2017B Bonds or portions thereof shall be deemed to have been paid within the meaning set forth in the Indenture, such notice shall state that such redemption shall be conditioned upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys or Defeasance Obligations, or a combination thereof, sufficient to pay the principal of, premium if any, and interest on such Series 2017B Bonds or portions thereof to be redeemed, and that if such moneys or Defeasance Obligations, or a combination thereof, shall not have been so received such notice of redemption shall be of no force and effect and the Trustee shall not be required to redeem such Series 2017B Bonds or portions thereof. In

the event that such notice of redemption contains such a condition and such moneys or Defeasance Obligations, or a combination thereof, are not so received, the redemption shall not be made and the Trustee shall within five (5) days after the scheduled redemption date give notice, in the manner in which the notice of redemption was given, that such moneys or Defeasance Obligations, or a combination thereof, were not so received.

SECURITY FOR THE BONDS

General

Under the Loan Agreement, Tulane (i) unconditionally promises to make the required payments pursuant to the Loan Agreement, (ii) covenants that the promise to pay constitutes a general obligation of Tulane and the full faith and credit of Tulane is pledged to the payment thereof, and (iii) covenants that the Loan Agreement shall remain in full force and effect until the Bonds and the interest thereon have been fully paid or otherwise provided for or discharged. The Loan Agreement also provides, among other things, that payments are to be made by Tulane to the Trustee, for the account of the Authority, in aggregate amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds, as well as certain other payments to the Authority and the Trustee required by the Loan Agreement and the Indenture. Such payments under the Loan Agreement, except for payments of the Authority's fees, costs, expenses and judgments and its rights to indemnification and exculpation, will be assigned by the Authority to the Trustee pursuant to the Indenture. The Loan Agreement also provides that all covenants and agreements on the part of Tulane and the Authority are to be for the benefit of the Trustee for the owners of the Bonds and that all rights of the Authority to receive payments from Tulane under the Loan Agreement are to be assigned and pledged to the Trustee. For a more complete description of the security provisions contained in the Loan Agreement and in the Indenture, see "APPENDIX C - CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS" hereto.

The Bonds will be limited and special obligations of the Authority payable only from the sources described herein. The Bonds will be payable solely from payments received by the Authority under the Loan Agreement and any funds held by the Trustee under the Indenture. The Bonds do not constitute or create an obligation, general or special, debt, liability or moral obligation of the State or any political subdivision thereof within the meaning of the Constitution or statutes of the State or otherwise, and do not currently and shall never constitute a charge against or a pledge of the credit or the taxing power of the State or any political subdivision thereof.

Negative Pledge

The Loan Agreement contains the following provisions restricting the creation of Liens on Tulane’s Properties and providing for the release of Tulane’s Properties from such restrictions on the creation of Liens under certain conditions.

(a) Tulane has covenanted in the Loan Agreement that it will not hereafter create or suffer to be created any Lien on its Properties, other than Permitted Liens, as these terms are defined in the Loan Agreement. Certain of Tulane's assets, although subject to this negative

pledge, are already subject to mortgages or other encumbrances. Specifically excluded from this negative pledge and covenant, however, are certain assets of Tulane, including (i) the approximately 31.7 acre Tulane University Stadium site located in Orleans Parish, Louisiana, (ii) the approximately 500 acre Tulane National Primate Research Center site located in St. Tammany Parish, Louisiana, (iii) the approximately 500 acre F. Edward Hebert Center site located in Plaquemines Parish, Louisiana, (iv) an approximately 1.19 acre portion of the Tulane School of Medicine site located in New Orleans, Louisiana, (v) unimproved lots 1, 2, 3 and 4 in square 334 bounded by Tulane Avenue, Liberty Street, Franklin Street and Gravier Street adjacent to the Tulane School of Medicine site located in Orleans Parish, Louisiana, (vi) the University Square site located in Orleans Parish, Louisiana, (vii) the Elmwood site located in Jefferson Parish, Louisiana, (viii) the Papillon apartments site located in Orleans Parish, Louisiana and (ix) the Riversphere site located in Orleans Parish, Louisiana, together with improvements on all such sites (collectively, the "Excluded Property"). Tulane has reserved the right to sell, encumber, pledge or otherwise alienate the foregoing sites for future development.

(b) Notwithstanding the provisions of the Loan Agreement described in paragraph (a) above, Tulane is not prohibited from consummating the following transfers (without intending to limit the generality of the foregoing, "transfer" as used in this paragraph includes any grant, conveyance, mortgage, encumbrance, pledge, hypothecation, lease or sublease, release, quit- claim, assignment, sale or any other disposition, and shall embrace the creation of an easement, servitude or license, the passage or creation of title, the passage or creation of any interest, the creation of any lien or judgment of record against any Properties of Tulane or any disposition thereof or any interest therein or part thereof, whether consensual or by operation of law): (i) transfers of assets in any Fiscal Year which do not in the aggregate exceed 10% of the book value of the assets of Tulane; (ii) transfers of assets which, prior to the sale, lease or other disposition, have, or within the next succeeding two years are reasonably expected to, become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the sale, lease, removal or other disposition thereof will not impair the structural soundness, efficiency or economic value of the remaining operating assets of Tulane, and the Trustee has received a certificate of an Authorized University Representative stating an opinion to such effect and stating that no Event of Default under the Loan Agreement has happened and is continuing, provided that no such certificate shall be required in the case of any such disposition of any assets having a book value of less than 3% of the book value of the property, plant and equipment, net of accumulated depreciation, of Tulane; (iii) transfers of faculty and student dormitories and residences; (iv) transfers of equipment in the ordinary course of business for terms (including any renewals thereof) of not more than one year; (v) transfers of assets held by Tulane primarily for investment and not in connection with its educational activities, provided that such transfer is for the fair market value of such assets; (vi) transfers of Excluded Property; and (vii) transfers of real or personal property donated or bequeathed to Tulane.

(c) If no Event of Default under the Loan Agreement shall have happened and be continuing, Tulane may release any Properties from the provisions described in paragraph (a) above if, and only if, on the date of release of any such Properties, the Trustee receives a certificate of an Authorized University Representative stating that the Unrestricted Assets of Tulane are at least equal to the Unrestricted Liabilities of Tulane after giving effect to such release, after deducting from such Unrestricted Assets the Excluded Property and the Properties to be released and after deducting from Unrestricted Liabilities the liabilities incurred with

respect to the Excluded Property and any Unrestricted Liabilities to be released in connection with the release of such Properties.

(d) Nothing in the Loan Agreement shall be construed as affecting the obligations of Tulane outstanding as of the date of the Loan Agreement under its various loan agreements with the United States of America or prohibiting Tulane from entering into any assignment, pledge or hypothecation of Properties or requiring Tulane to secure bondholders in connection with a loan agreement with the United States of America to provide a computerized energy management system for the dormitories at Tulane, to provide reflection glass windows at Monroe Hall, Sharp Hall and Rosen House, to consolidate certain outstanding issues of bonds of Tulane or to make other improvements to its dormitory system, as provided in the loan agreement between Tulane and the United States of America, Project Number CH-LA-81D of the United States Department of Education College Housing Program.

The provisions of the Loan Agreement described in paragraphs (a), (b) and (c) above will terminate without notice to or consent of the owners of the Bonds and shall no longer be effective and applicable with respect to the Bonds at the earlier of such time as (i) all of the Outstanding Indebtedness has been paid or deemed paid and is no longer outstanding pursuant to the various trust indentures and agreements under which such Outstanding Indebtedness was issued or (ii) the date the University obtains the requisite consent to deletion of such provisions from the holders of the Outstanding Indebtedness pursuant to the various trust indentures and agreements under which such Outstanding Indebtedness was issued. At such time, Tulane will be able to grant any lien on Properties to secure additional General Obligation Indebtedness or other obligations of Tulane in favor of the holder of such additional General Obligation Indebtedness or such other obligations. Unless specifically provided for in the granting document with respect to a Lien, the Bonds will not be entitled to the security of such Lien and the Bonds will be secured solely by the full faith and credit of Tulane. See "CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS – SUMMARY OF CERTAIN PROVISIONS OF THE AGREEMENT – Negative Pledge; Disposition of Properties" in APPENDIX C hereto.

Provision for Payment

Any Bonds shall be deemed to have been paid and discharged within the meaning of the Indenture, if the Trustee, or an escrow trustee, shall hold, in trust for and irrevocably committed thereto, cash and/or Defeasance Obligations (for a description of the obligations which constitute Defeasance Obligations, see "APPENDIX C - CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Defeasance" hereto) (which are not subject to redemption at the option of the obligor prior to their maturity) of such maturities and interest payment dates and bearing such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (likewise to be held in trust and committed, except as hereinafter described), together with any cash so held, be sufficient for the payment of such Bonds, at their maturity or redemption date, of the principal thereof, together with the redemption premium, if any, and interest accrued to the date of maturity or redemption, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payment; provided that if any Bonds are to be redeemed prior to the maturity

thereof, notice of such redemption shall have been duly given or irrevocable instructions satisfactory to the Trustee shall have been duly given for the giving of such notice of redemption. Any moneys shall be invested only in Defeasance Obligations, the maturities or redemption dates and interest payment dates of which, at the option of the owner, shall coincide as nearly as practicable with, but not later than, the time or times at which said moneys will be required for the aforesaid purposes. Any income or interest earned by the Defeasance Obligations so held shall, as determined by the Trustee or the escrow trustee, to the extent not required for the purposes described under this caption, be paid to Tulane as overpayment of Payments.

LIMITATION ON THE INCURRENCE OF ADDITIONAL GENERAL OBLIGATION INDEBTEDNESS

General. The Loan Agreement contains no restrictions or limitations on the ability of Tulane to incur additional General Obligation Indebtedness. However, pursuant to various loan agreements and trust indentures relating to the Outstanding Indebtedness, Tulane is subject to certain covenants (the "Revenues Test" and the "Assets Test," respectively, and, collectively, the "Incurrence Covenants"), with which Tulane must comply to incur additional General Obligation Indebtedness.

As a result, the Bonds will have the benefit of the Incurrence Covenants until the earlier of (i) the date all of the Outstanding Indebtedness (except, with respect to the Assets Test, the Series 2016 Bonds, to which the Assets Test does not apply) is no longer outstanding or (ii) the date Tulane obtains the requisite consents from the holders of the Outstanding Indebtedness (except, with respect to the Assets Test, the Series 2016 Bonds, to which the Assets Test does not apply), as required by the terms of the applicable loan agreement or trust indenture, to the deletion of the Revenues Test and the Assets Test for the incurrence of additional General Obligation Indebtedness.

From and after such date, Tulane will no longer be required to comply with the Revenues Test or the Assets Test in connection with the incurrence of additional General Obligation Indebtedness.

The Revenues Test. The Revenues Test provides that, prior to the incurrence by Tulane of any additional General Obligation Indebtedness, there shall be filed with the bond trustee or the lender, as applicable, a certificate of the Authorized University Representative to the effect that either (i) for each of the two Fiscal Years of Tulane immediately prior to the incurrence of such additional General Obligation Indebtedness, the total Gross Tuition Revenues and Fees of Tulane shall have equaled at least 1.40 times the Maximum Annual Debt Service on all outstanding General Obligation Indebtedness of Tulane, including the General Obligation Indebtedness proposed to be issued, or (ii) the total sum of Gross Tuition Revenues and Fees of Tulane for the Fiscal Year immediately subsequent to the incurrence of such additional General Obligation Indebtedness is projected to be at least 1.40 times the Maximum Annual Debt Service on all outstanding General Obligation Indebtedness of Tulane, including such additional General Obligation Indebtedness. For purposes of this paragraph, each term set forth below shall have the meaning set forth therefor, which is the meaning of such term in the various loan agreements and trust indentures relating to the Outstanding Indebtedness:

"Balloon Long-Term Indebtedness" means "Long-Term Indebtedness twenty percent (20%) or more of the principal payments of which are due in a single year, which portion of the principal is not required by the documents pursuant to which such Indebtedness is issued to be amortized by redemption prior to such year, but not including (i) the portion of such Long-Term Indebtedness that is equal to the aggregate of the principal payments to be made on such Long-Term Indebtedness in each year in which the total principal due in such year is less than twenty percent (20%) of the initial aggregate principal amount of such Long-Term Indebtedness and (ii) payments of purchase price on Long-Term Indebtedness that is subject to tender by the owner thereof, provided that the University has entered into a liquidity agreement which provides for the payment of such purchase price by the liquidity provider thereunder, subject to the conditions of such facility."

"Fees" means "all charges, receipts, revenues, income and other moneys assessed by the University, or received in any period by or on behalf of the University, from or on behalf of students of the University, other than Tuition."

"General Obligation Indebtedness" means "the Bonds and any other Long-Term Indebtedness for which the full faith and credit and the personal estate of the University, as a corporate entity, is pledged and liable."

"Gross Tuition Revenues" means "for any period, all charges, receipts, revenues, income and other moneys assessed by the University or receivable or received by the University in such period for the privilege of matriculating at the University and properly reported or reportable as Tuition and Fees as shown on the Statement of Activities of the University for such period, excluding, however, moneys received with respect to room and board charges, mandatory student fees charged to students by the University, book store receipts and other non-tuition charges."

"Long-Term Debt Service Requirement" means "for any period of twelve (12) consecutive calendar months for which such determination is made, the aggregate of the payments to be made during such period in respect of principal of and interest on outstanding General Obligation Indebtedness of the University constituting Long-Term Indebtedness, taking into account the following: (i) any General Obligation Indebtedness that bears interest at a variable rate shall be deemed to bear interest at the average rate borne over the preceding 12-month period, or for General Obligation Indebtedness that has been outstanding for less than 12 months or that is being incurred, at the higher of the average rate since the incurrence of such Indebtedness or the initial interest rate that the Indebtedness is reasonably expected to bear, as the case may be; (ii) with respect to Balloon Long-Term Indebtedness, the amount of principal that shall be taken into account shall equal the amount that would be payable in such period if such principal were amortized over the term of such Indebtedness in equal annual installments; and (iii) interest shall be excluded from the determination of Long-Term Debt Service Requirement to the extent that amounts deposited in escrow in connection with the issuance of Long-Term Indebtedness to pay interest on such Long-Term Indebtedness are available to pay such interest."

"Maximum Annual Debt Service" means "the highest Long-Term Debt Service Requirement of the University on General Obligation Indebtedness for the current or any succeeding Fiscal Year."

"Tuition" means "all rights of the University to receive tuition for educational purposes (but not including moneys received with respect to room and board charges, mandatory student fees charged to students by the University, book store receipts and other non-tuition charges and fees), including, without limitation, accounts, accounts receivable, contract rights and general intangibles to the extent the same relate to tuition, together with all proceeds from any of the foregoing, whether cash or non-chase, now existing or hereafter coming into being."

The Revenues Test does not apply to the following General Obligation Indebtedness (the "Exempt G.O. Indebtedness"):

(i) General Obligation Indebtedness secured by pledges, donations, gifts, grants, bequests, contributions, room and board charges, parking fees or other student fees; provided that General Obligation Indebtedness secured by pledges, donations, gifts, grants, bequests or contributions shall not exceed in the aggregate principal amount outstanding at the incurrence of such General Obligation Indebtedness the fair market value of the collateral securing such Indebtedness (such fair market value in the case of pledges shall be deemed to be equal to 75% of the face amount of such pledges);

(iii) General Obligation Indebtedness secured by purchase money security interests with respect to property hereafter acquired which does not in the aggregate at the incurrence of such General Obligation Indebtedness exceed 20% of the total operating revenues of Tulane as set forth in its most recent audited financial statements; and

(iii) Unsecured General Obligation Indebtedness other than General Obligation Indebtedness described above in an amount which does not in the aggregate upon its incurrence exceed 15% of the total operating revenues of Tulane as set forth in its most recent audited financial statements.

The Assets Test. The Assets Test requires that, after the incurrence of additional General Obligation Indebtedness (other than in connection with the incurrence of Exempt G.O. Indebtedness) the Unrestricted Assets of Tulane shall be at least 1.40 times the Unrestricted Liabilities of Tulane.

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ANNUAL DEBT SERVICE REQUIREMENTS*

The following table sets forth, for each Fiscal Year ending June 30, the amount required for the payment of principal, at stated maturity or by mandatory sinking fund redemption, and interest on the Bonds and the Outstanding Indebtedness, but does not include debt service on the Refunded Bonds. Note that numbers may not add due to rounding.

Series 2017A Series 2017B Debt Service on Fiscal Outstanding Year Principal Interest Principal Interest Indebtedness(1) Total 2018 38,915,681 2019 44,726,260 2020 42,498,620 2021 42,509,819 2022 41,811,911 2023 53,075,950 2024 41,587,771 2025 41,121,913 2026 40,669,383 2027 40,912,414 2028 41,024,581 2029 41,162,190 2030 41,298,130 2031 40,426,671 2032 40,511,148 2033 40,558,153 2034 41,013,414 2035 41,934,706 2036 41,221,380 2037 41,179,299 2038 40,682,352 2039 38,131,104 2040 35,848,219 2041 36,711,940 2042 33,505,252 2043 29,022,932 2044 29,033,548 2045 29,024,056 2046 29,022,609 2047 29,021,163 2048 27,476,778 2049 11,974,615 2050 11,971,546 2051 11,973,704

(1) Represents debt service requirements on the Outstanding Indebtedness. Interest on the Series 2007A-2 Bonds and the Series 2007C Taxable Bonds has been calculated using assumed interest rates of 2.8018% and 3.42968%, respectively, based on swap agreements entered into in connection with such bonds. See "Hedge Agreements" in APPENDIX A hereto. Interest on the Series 2009 Bonds and the Series 2010 Bonds has been calculated at 2.33%. Interest on the Series 2012 Bonds has been calculated at 2.15%. Interest on the Bank Note with a variable interest rate of LIBOR plus 1.85% has been calculated at 2.85%. No assurance can be given that actual interest rates will match the assumed interest rates. Interest on the Series 2013A Bonds is 2.25% per annum. Debt service on all bonds, notes and direct placements is calculated using the amortization schedules set forth in the applicable trust indentures and loan agreements. The purchasers of the Series 2009 Bonds, the Series 2010 Bonds, and the Bank Note may elect to have such bonds or note tendered on December 9, 2019, March, 25, 2020, and February 1, 2024, respectively.

INVESTMENT CONSIDERATIONS

General

The Bonds are payable from payments to be made by Tulane under the Loan Agreement. The ability of Tulane to comply with its obligations under the Loan Agreement depends primarily upon the ability of Tulane to obtain sufficient revenues from the operation of Tulane University and related activities and to maintain sufficient creditworthiness. There are a number of factors affecting institutions of higher education in general, including Tulane, that could have an adverse effect on Tulane's financial position and its ability to make the payments required under the Loan Agreement. These factors include, but are not limited to, the continuing rising costs of providing higher education services; the level of administrative, faculty, alumni, parent and student confidence in and support of Tulane; the number of college-age students at any given time; economic developments in the area and competition from other public and private higher education institutions in the area; the failure to maintain or increase in the future the funds obtained by Tulane from other sources, including gifts and contributions from donors, grants or appropriations from governmental bodies and income from investment of endowment funds; adverse results from the investment of endowment funds; imposition of federal or State unrelated business income or local property taxes; increasing costs of compliance with federal or State regulatory laws or regulations, including, without limitation, laws or regulations concerning environmental quality, work safety and accommodating the handicapped; changes in federal governmental policy relating to the reimbursement of overhead costs of government contracts; any unionization of Tulane's work force with consequent impact on wage scales and operating costs of Tulane University; and legislation or regulations which may affect student aid and other program funding. Tulane cannot assess or predict the ultimate effect of these factors on its operations or financial results of operations. Some of the possible changes in future conditions and other risks are discussed below, but this discussion of risk factors is not, and is not intended to be, exhaustive. For further information about Tulane, see APPENDIX A hereto.

Limited Obligations of the Authority; General Obligations of Tulane

The Bonds are special and limited obligations of the Authority and are secured by and payable solely from funds payable by Tulane under the terms and conditions of the Loan Agreement and as otherwise described herein. The obligations of Tulane under the Loan Agreement are general obligations of Tulane and the full faith and credit of Tulane are pledged to the payment of Tulane's obligations under the Loan Agreement. While Tulane believes, based on present circumstances, that it will generate sufficient revenues to meet its obligations under the Loan Agreement, the basis of the assumptions utilized by Tulane to formulate this belief may change, and no representation or assurance can be made that Tulane will continue to generate sufficient revenues to meet such obligations.

Hurricanes

Tulane is located in an area which is subject to hurricanes. The occurrence of natural disasters, including hurricanes, typhoons, floods or earthquakes may damage the facilities of Tulane, interrupt utility service to the facilities, or otherwise impair the operation and generation

of revenues from Tulane. In 2005, Tulane's campus and student enrollment, along with the entire New Orleans area, were impacted by Hurricane Katrina. For more information on the impact of Hurricane Katrina on Tulane see "History" in APPENDIX A attached hereto.

OIG Audit

Since July 2011, the U.S. Department of Homeland Security Office of Inspector General (the "OIG"), which has responsibility for auditing FEMA public assistance programs, has been conducting an audit of public assistance funds awarded by FEMA to the University as a result of Hurricane Katrina. For more information see "Audit Regarding FEMA Disaster Cost Recoveries" in APPENDIX A attached hereto.

Impact of Investment Performance/Investment Income

Investment returns on endowment is subject to market fluctuations which are unpredictable. For more information on the performance of the University's endowment, see APPENDIX A under the caption "Endowment Summary".

The University’s investment program for endowment and similar funds operates under an investment policy and guidelines established by the Board of Administrators. The Board of Administrators has delegated oversight responsibility for the investment program to the Endowment Management Committee. Investment of funds is actively managed by external money managers. Market volatility has affected and will continue to affect the value of the University’s investments. Although the unrestricted portion of the University’s endowment funds and their investment earnings are available for debt service payments on the Bonds and the Outstanding Bonds, no assurance can be given that unforeseen developments in the securities markets will not have an adverse effect on the market value of those investments or the income they generate.

Certain Construction and Completion Risks

Funds available to the University and a portion of the proceeds of the Series 2017 Bonds will be used for the purpose of financing the costs of certain components of the Project. The total cost of the Project could exceed available funds of the University, including proceeds of the Series 2017 Bonds available for such purpose. For example, change orders and other contingencies generally involved in the construction of any facility, such as fire, delays, labor difficulties and difficulties in obtaining materials, may cause the actual cost of completion to exceed available funds. See "THE PROJECT AND THE REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

Certain risks are inherent in construction projects. These risks include: unavailability of materials, labor and supplies, calamities, natural disasters, strikes and other risks typically associated with construction which may delay completion of the improvements and/or increase costs. The University must also obtain building permits, zoning approvals, if any, and other related governmental approvals, including environmental permits, if any, necessary to construct and operate the improvements, and timely construction and completion of the Project is contingent upon successful completion of this process.

Dependence on Contributions and Other Income Sources

Tulane is dependent on income sources other than tuition and fees, including contributions by private individuals and entities (including alumni), federal and state grants for student financial assistance, endowment income, sales of auxiliary services, and rental, interest and other sources. Recent tax code changes and the resolution of the federal fiscal deficit could diminish research funding and include possible changes to federal student aid programs, such as Pell Grants, all of which could impact revenue streams for higher education. There can be no assurance that contributions or revenues will continue at levels sufficient to meet the financial requirements of Tulane.

Various factors could affect individuals' continued contributions. For example, unfavorable economic conditions in the United States could reduce the ability of individuals to continue contributions to the University or a change in marginal income tax rates or conversion to a flat tax or national sales tax, or other changes to federal or State income tax laws, could reduce or eliminate the tax advantages of charitable contributions for many taxpayers. Donations of stock and other appreciated property may result in tax liability under the alternative minimum tax provisions of the Code, thereby discouraging contributions of such property. In addition, taxpayers who do not itemize deductions are not able to deduct charitable contributions. Such factors may adversely affect contributions to organizations such as Tulane.

Tax-Exemption for Nonprofit Organizations

The tax-exempt status of nonprofit corporations, and the exclusion of income earned by them from taxation, has been the subject of review by various federal, state and local legislative, regulatory and judicial bodies. This review has included proposals to broaden and strengthen existing federal tax law with respect to unrelated business income of nonprofit corporations.

In addition to the foregoing proposals with respect to income by nonprofit corporations, various state and local governmental bodies, including the State, have challenged the tax-exempt status of such institutions and have sought to remove the exemption of property from real estate taxes of part or all of the property of various nonprofit institutions. Several of these disputes have been determined in favor of the taxing authorities or have resulted in settlements. See "Dependence on Tax-Exempt Status" below.

Dependence on Tax-Exempt Status

Tulane is generally not subject to income and property tax, although Tulane is subject to income and property taxes to the extent such taxes are imposed on affiliated for-profit operations and facilities owned or used by such for-profit affiliates. This treatment affects the revenues available to Tulane to meet financial obligations, including the payment of principal of and interest on the Bonds. While Tulane has covenanted in the Loan Agreement to maintain its tax- exempt status with respect to the Series 2017A Bonds, there can be no assurance that this tax- exempt status will continue.

Due to numerous financial factors, such as the decision to cut taxes for individuals and businesses, an increase in the number of tax credits and rebates, languishing severance tax collections, decline in the price of oil, and a retrenchment in spending resulting from an eroding

national economy, the revenues available to the State of Louisiana have declined in recent years. In January, 2016, Governor John Bel Edwards began his first term. Governor Edwards created a Task Force on Structural Change in the Budget and Tax Policy. The Final Report of the Task Force on Structural Change in the Budget and Tax Policy dated January 27, 2017, recommends that the Constitution of the State be amended to limit the property tax exemption on property owned by a nonprofit organization to that property used exclusively for the tax-exempt purposes of the nonprofit organization. An amendment to the Constitution of the State would require a two-thirds vote of the State Legislature and a majority vote of the voters of the State. The Final Report was presented to the State Legislature prior to the 2017 Regular Session of the State Legislature. No bills were presented to the State Legislature authorizing an amendment to the Constitution of the State for the purpose described in the Final Report during the 2017 Regular Session or the 2017 Extraordinary Sessions of the State Legislature.

However, no assurances can be given that the State Legislature will not, in the future, enact certain legislation by a two-thirds vote that would, subject to majority vote of the voters of the State in favor of an amendment to the Constitution of the State, remove Tulane's and other nonprofit entities' present exemption from payment of State income taxes and local property taxes. There can be no assurance that future changes in the laws and regulations of the federal, State or local governments will not materially and adversely affect the operations and revenues of Tulane.

Tax-Exempt Status of Tulane

By virtue of letters from the Internal Revenue Service, Tulane has been determined to be an exempt organization as described in Section 501(c)(3) of the Code and is not classified as a "private foundation." To maintain its tax-exempt status and to avoid treatment as a private foundation, Tulane is subject to a number of requirements affecting its operations, including filing an Internal Revenue Service Form 990. The Internal Revenue Service Form 990 is used by 501(c)(3) exempt organizations to submit information required by the federal government for continued tax-exemption.

The Form 990 requires detailed disclosure of compensation practices, corporate governance, loans to management and others, joint ventures and other types of transactions, political campaign activities, and other areas the IRS deems to be compliance risk areas. The Form 990 also requires the disclosure of information on community benefit as well as reporting of information related to tax-exempt bonds, including compliance with the arbitrage rules and rules limiting private-use of bond-financed facilities, including compliance with the safe harbor guidance in connection with management contracts and research contracts. The Form 990 is intended to provide enhanced transparency as to the operations of exempt organizations. It is likely that the IRS will use the detailed information to assist in its enhanced enforcement efforts.

In a series of recent actions, the Internal Revenue Service has stepped up its audit and scrutiny of 501(c)(3) organizations in general and their use of tax-exempt financing in particular. The possible modification or repeal of certain existing federal income tax laws, the change of Internal Revenue Service policies, the change of the method of operations, purposes or character of Tulane, or other factors could result in the loss by Tulane of its status as an exempt organization under Section 501(c)(3) of the Code.

The Internal Revenue Service has implemented a Coordinated Examination Program for tax-exempt universities and their benefit plans. Although Tulane employs reasonable efforts to operate its programs consistently with its interpretation of tax requirements, a future audit could discover areas in which the Internal Revenue Service may impose unrelated business income taxes or require changes in Tulane's operations, perhaps combined with payments as a condition to any closing agreement which might be proposed by the Internal Revenue Service as a consequence of an audit. In the case of a serious departure from Tulane's nonprofit mission, the Internal Revenue Service has the right to revoke Tulane's status as an exempt organization under Section 501(c)(3) of the Code.

Revocation of tax-exempt status is rarely imposed on tax-exempt colleges or universities, but is an available sanction for conduct inconsistent with exempt status. In addition, the Internal Revenue Service can use the threat of revocation of tax-exempt status to impose closing agreements on tax-exempt entities that require substantial payments by those entities to the Internal Revenue Service, and such a closing agreement could have a material effect on such an entity's ability to meet its financial obligations.

Competition

The ability of the University to make payments on the Bonds when due depends upon, among other things, the continued ability of the University to attract a sufficient number of students to the University. The University currently faces substantial competition from other private and public colleges and universities. If, as a result of competition or otherwise, the enrollment levels were to be materially lower than in the past years, there could be an adverse effect on the University’s revenues and the effect could be material. While funding from the State of Louisiana of public universities located within the State has declined in recent years, the educational costs for public schools within the State are subsidized. The financial condition of the University may be adversely affected by any change that increases the competitive position of other schools, including but not limited to the provision of greater financial subsidies to public colleges and universities. See "Student Applications, Acceptances and Enrollments," "Tuition and Fees" and "Financial Aid" in APPENDIX A hereto.

Employees

The ability of the University to employ and retain qualified faculty and staff and the University’s ability to maintain good relations with such employees, affect the quality of services to students and the financial condition of the University.

Future Capital Expenditures

Tulane may finance future capital expenditures with tax-exempt and/or taxable borrowings. Although such expenditures are largely discretionary, the failure to continue such capital expenditures could result in a loss of competitive position. The University has ongoing capital needs and expects to incur additional debt in the future to finance those needs. See "THE PROJECT AND THE REFUNDING" herein.

Difficulties in Enforcing Remedies

The remedies available to the Trustee or the owners of the Bonds upon an event of default under the Indenture or the Loan Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the United States Bankruptcy Code, 11 U.S.C. §10 et seq. (the "Bankruptcy Code"), the remedies provided in the Indenture and the Loan Agreement may not be readily available or may be limited. The various legal opinions delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by general principles of equity and by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.

The facilities of Tulane are limited utility facilities. As a result, in the event of a default and any resulting judgment and sale of any of such facilities, the Trustee's remedies and the number of entities which could purchase or lease the same would be limited, and the sales price or rentals generated thereby might thus be affected. The obligations of Tulane under the Loan Agreement are general obligations and are not secured by a mortgage, security agreement or any other interest in Tulane's property and are on a parity with Tulane's outstanding General Obligation Indebtedness. The proceeds that might be derived from the exercise of remedies would be required to be shared among the owners of the Bonds and its other general unsecured creditors. Furthermore, Tulane may incur future indebtedness secured by an interest in certain of its property.

Termination of Certain Existing Covenants

The Loan Agreement does not contain restrictions or limitations on the incurrence of additional General Obligation Indebtedness. As described under "LIMITATION ON INCURRENCE OF ADDITIONAL GENERAL OBLIGATION INDEBTEDNESS BY TULANE," Tulane must continue to comply with both the Revenues Test and the Assets Test until certain conditions have been met. Thereafter, Tulane will no longer be required to comply with the Revenues Test or the Assets Test in connection with the incurrence of additional General Obligation Indebtedness.

The Loan Agreement contains provisions restricting the creation of Liens on Tulane’s Properties and providing for the release of Tulane’s Properties from such restrictions on the creation of Liens under certain conditions. As described under "SECURITY FOR THE BONDS – Negative Pledge," these provisions will terminate without notice to or consent of the owners of the Bonds and will no longer be effective when certain conditions have been met. Thereafter, Tulane will be able to grant any Lien on Properties to secure additional General Obligation Indebtedness or other obligations of the University in favor of the holder of such additional General Obligation Indebtedness or such other obligations. Unless specifically provided for in the granting document with respect to a Lien, the Bonds will not be entitled to the security of such Lien and the Bonds will be secured solely by the full faith and credit of Tulane. See also "APPENDIX C – CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS – SUMMARY OF CERTAIN PROVISIONS OF THE AGREEMENT – Negative Pledge; Disposition of Properties."

Interest Rate Swap Risk

The University is party to certain interest rate management agreements ("Swap Agreements") to manage interest rate risk. Swap Agreements are subject to periodic "market-to- market" valuations and may, at any time, have a negative value (which could be substantial) to the University. Such Swap Agreements do not have collateral posting requirements. Changes in the market value of such agreements could negatively or positively materially affect the University’s financial condition. Further, such Swap Agreements may be subject to early termination upon the occurrence of certain specified events. If either the University or the swap provider terminates such an agreement when the agreement has a negative value to the University, the University could be obligated to make a termination payment to the swap provider in the amount of such negative value, and such payment could be substantial and potentially materially adverse to the University’s financial condition. In the event of an early termination of a Swap Agreement, there can be no assurance that (i) the University would receive an termination payment payable to it by the applicable swap provider, (ii) the University would not be obligated to or would have sufficient monies to make a termination payment payable by it to the applicable swap provider, and (iii) the University would be able to obtain a replacement Swap Agreement with comparable terms.

Variable Rate Exposure Risk

The University has outstanding variable rate debt as more fully described in APPENDICES A and B.

Potential Effects of Bankruptcy

If Tulane were to file a petition for relief (or if a petition were filed against Tulane) under the Bankruptcy Code, the filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against Tulane and its property. If the bankruptcy court so ordered, Tulane's property, including its revenues, could be used for the benefit of Tulane despite the claims of its creditors, including the Trustee.

In a bankruptcy proceeding, Tulane could file a plan for the adjustment of its debts which modifies the rights of creditors generally or the rights of any class of creditors, secured or unsecured (including registered owners of the Bonds). The plan, when confirmed by the court, binds all creditors who had notice or knowledge of the plan and discharges all claims against the debtor provided for in the plan. No plan may be confirmed unless, among other conditions, the plan is in the best interest of creditors, is feasible and has been accepted by each class of claims impaired thereunder. Even if the plan is not so accepted, it may be confirmed if the court finds that the plan is fair and equitable with respect to each class of non-accepting creditors impaired thereunder and does not discriminate unfairly.

Covenant to Maintain Tax-Exempt Status of the Series 2017A Bonds

The excludability from gross income for federal income taxation purposes of the interest on the Series 2017A Bonds is based on the continuing compliance by Tulane and the Authority with certain covenants contained in the Indenture, the Loan Agreement and the Tax Regulatory Agreement. These covenants relate generally to restrictions on the use of the facilities financed

or refinanced with proceeds of the Series 2017A Bonds, arbitrage limitations, continuation of Tulane's 501(c)(3) status, and rebate of certain excess investment earnings, if any, to the Federal government. Failure to comply with such covenants could cause interest on the Series 2017A Bonds to become subject to federal income taxation retroactive to the date of issuance of the Series 2017A Bonds. See "TAX MATTERS" herein.

Financial Information

Certain financial information with respect to Tulane is set forth in APPENDICES A and B hereto. There can be no assurance that the financial results achieved by Tulane in the future will be similar to historical results. Such future results will vary from historical results and actual variations may be material. Therefore, no assurance can be given that Tulane will be able to generate sufficient revenues in the future to make payments under the Loan Agreement sufficient for the full and timely payment of the principal of, premium, if any, and interest on the Bonds.

Environmental Liabilities

Some operations of Tulane University result in the production of waste products, including certain radioactive wastes and hazardous wastes as defined in federal and State laws. As a generator of these wastes, Tulane is responsible for compliance with applicable federal, State and local laws and regulations, including the proper handling, labeling, storage, transport and disposal of the wastes, and may incur liability without regard to fault or remedial actions and for personal injury and property damage related to a release or threatened release of these wastes. Such liability could be substantial and may adversely affect Tulane's financial condition.

Other Factors

Other factors may also affect the operations of Tulane and affect its ability to maintain sufficient operating margins. These factors include: (i) changes in the cost and availability of energy; (ii) changes in the cost and availability of insurance, such as fire and general comprehensive liability, that institutions of a similar size and type generally carry (in fact, as a result of Hurricane Katrina, insurance premiums have increased significantly and may continue to do so), (iii) occurrence of uninsured acts of God; (iv) an increase in the rate of inflation, combined with difficulties in increasing tuition, fees and charges while maintaining the quantity and quality of educational facilities and services; (v) employee strikes and other adverse labor actions that could result in a substantial reduction in revenues without corresponding decreases in costs; (vi) an increase in the costs of health care benefits, pension plans, or other benefit packages offered by the University to its employees and retirees; (vii) claims presently unknown to the University; (viii) safety and security incidents including data breaches; and (ix) costs associated with regulatory compliance.

Legislative Proposals and Enactments

Over the past several years, Congress has debated the federal government's support of educational and research efforts. Various members of Congress have proposed legislative changes that, among others, include: reduction in federal payments for research (which could reduce amounts paid to Tulane); reductions or eliminations of student loan programs (which

could significantly affect students' financial ability to attend Tulane); reform of the Code to adopt a "flat rate" income tax with few deductions or a national sales tax (which could affect the market value and marketability of the Bonds and Tulane's revenues); and increasing the unified credit against gift and estate taxes (which could reduce the incentive for donors to contribute funds to Tulane). The implementation of one or more of these or similar proposals, without appropriate safeguards, could have a substantially adverse effect on Tulane and the Bondholders, as well as other institutions of higher learning.

Secondary Market

There is no guarantee that a secondary trading market will develop for the Bonds. Consequently, prospective Bond purchasers should be prepared to hold their Bonds to maturity or prior redemption. Subject to applicable securities laws and prevailing market conditions, the Underwriters intend, but are not obligated, to make a market in the Bonds.

Failure to Provide Ongoing Disclosure

Tulane will enter into the Undertaking pursuant to the Rule (as such terms are defined herein). Failure to comply with the Undertaking and the Rule may adversely affect the transferability and liquidity of the Bonds and their market price. See "CONTINUING DISCLOSURE" herein.

Book-Entry

Persons who purchase Bonds through DTC Participants become creditors of the DTC Participant with respect to the Bonds. Records of the investors' holdings are maintained only by the DTC Participant and the investor. In the event of the insolvency of the DTC Participant, the investor would be required to look to the DTC Participant's estate and to any insurance maintained by the DTC Participant, to make good the investor's loss. None of the Authority, Tulane, the Trustee or the Underwriters is responsible for any failure to act by, or insolvencies of, the Securities Depository or any DTC Participant. See "APPENDIX F – BOOK-ENTRY ONLY SYSTEM."

Risk of Loss from Nonpresentment upon Redemption

The rights of the registered owners of the Bonds to receive interest will terminate on the date, if any, on which the Bonds are to be redeemed pursuant to a call for redemption, notice of which has been given under the terms of the Indenture.

No Redemption upon Loss of Tax Exemption

As described under "TAX MATTERS" herein, non-compliance with certain requirements of the Code could cause interest on the Series 2017A Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2017A Bonds. The Series 2017A Bonds are not required to be redeemed, and the interest rates on the Series 2017A Bonds will not be changed, in the event interest thereon is determined to be includable in gross income for federal income tax purposes. No provision has been made to compensate owners of the Series 2017A Bonds for federal income taxes, interest and/or penalties

which may be assessed in connection with any such tax liability or such determination or for any other loss or any diminution of gain which may occur.

TAX MATTERS

Series 2017A Bonds

In the opinion of Bond Counsel, interest on the Series 2017A Bonds is excluded from gross income for federal income tax purposes under existing law.

Bond Counsel is further of the opinion that, pursuant to the Act, the Series 2017A Bonds and the income thereof are exempt from all taxation in the State.

Alternative Minimum Tax Considerations. Except as described in this paragraph, interest on the Series 2017A Bonds will not be an item of tax preference for purposes of the alternative minimum tax on individuals and corporations. The Code, however, imposes a 20% alternative minimum tax on the "alternative minimum taxable income" of a corporation, if the amount of such alternative minimum tax is greater than the amount of the corporation's regular income tax. Generally, a corporation's alternative minimum taxable income will include 75% of the amount by which a corporation's "adjusted current earnings" exceeds a corporation's alternative minimum taxable income. Because interest on tax exempt obligations is included in a corporation's "adjusted current earnings", ownership of the Series 2017A Bonds could subject a corporation to alternative minimum tax consequences.

General. The Code imposes a number of requirements that must be satisfied for interest on state and local obligations to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of bond proceeds and the source of repayment of bonds, limitations on the investment of bond proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of certain bond proceeds be paid periodically to the United States, except under certain circumstances, and a requirement that information reports be filed with the Internal Revenue Service. The Authority and Tulane have covenanted that they will, to the extent permitted by the laws of the State, comply with the requirements of the Code in order to maintain the exclusion from gross income of interest on the Series 2017A Bonds for federal income tax purposes.

The opinion of Bond Counsel will assume continuing compliance with the covenants of the Authority and Tulane pertaining to those sections of the Code which affect the exclusion from gross income of interest on the Series 2017A Bonds for federal income tax purposes and, in addition, will rely on representations by Tulane with respect to matters solely within the knowledge of Tulane which Bond Counsel has not independently verified. If Tulane or the Authority should fail to comply with their covenants or if the foregoing representations should be determined to be inaccurate or incomplete, interest on the Bonds could become taxable from the date of issuance of the Series 2017A Bonds, regardless of the date on which the event causing such taxation occurs. Bond Counsel has not undertaken to determine (or to inform any person) whether any action taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Series 2017A Bonds may affect the tax status of interest on the Series 2017A Bonds.

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt of interest on or disposition of the Series 2017A Bonds. However, owners of the Series 2017A Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, corporations with Subchapter S earnings and profits and passive investment income that exceeds 25% of their gross receipts and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. In addition, certain foreign corporations doing business in the United States may be subject to a "branch profits tax" on their effectively connected earnings and profits. These categories of owners should consult their own tax advisors as to the applicability of these consequences.

Tax legislation, administrative actions taken by tax authorities, and court decisions may cause interest on the Series 2017A Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to state income taxation, or otherwise prevent the beneficial owners of the Series 2017A Bonds from realizing the full current benefit of the tax status of such interest. In addition such legislation or actions (whether currently proposed, proposed in the future or enacted) could affect the market price or marketability of the Series 2017A Bonds. For example, tax reform legislation may result in the enactment of tax legislation that could significantly reduce the benefit of, or otherwise affect, the exclusion of gross income for federal income tax of interest on all state and local obligations, including the Series 2017A Bonds. It cannot be predicted whether or in what form any such tax legislation might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced and proposed, and litigation is threatened or commenced which, if implemented or concluded in a particular matter, could adversely affect the market value of the Series 2017A Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2017A Bonds or the market value thereof would be impacted thereby. Prospective purchasers of the Series 2017A Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and their impact on their individual situations, as to which Bond Counsel expresses no opinion.

Tax Treatment of Original Issue Premium.* The Series 2017A Bonds maturing on December 15 in the years 20__ (the "Premium Bonds") are offered and sold to the public at a premium. The premium is the excess of the issue price over the stated redemption price at maturity and must be amortized on an actuarial basis by the owner of the Premium Bonds from the date of acquisition of the Premium Bonds through the maturity date thereof. The premium is not deductible for federal income tax purposes, and owners of the Premium Bonds are required to reduce their basis in the Premium Bonds by the amount of premium that accrued while they owned such Premium Bonds. Owners of the Premium Bonds (including owners that purchase a Premium Bond other than pursuant to the initial public offering) should consult their own tax advisors as to the determination for federal income tax purposes of the amount of premium amortized each year with respect to the Premium Bonds, the adjusted basis of the Premium

* Preliminary, subject to change.

Bonds for purposes of determining the taxable gain or loss upon the sale or other disposition of the Premium Bonds (prior to maturity and at maturity) and all other federal tax consequences and any state and local tax aspects of owning the Premium Bonds.

Tax Treatment of Original Issue Discount.* The Series 2017A Bonds maturing December 15, 20__ (the "OID Bonds"), are sold to their original owners at a discount. The difference between the initial public offering price and their stated amount constitutes original issue discount treated as interest which is excluded from gross income for federal income tax purposes and which is exempt from all present State taxation subject to the caveats and provisions described herein.

Owners of the OID Bonds (including owners that purchase a OID Bond other than pursuant to the initial public offering) should consult their own tax advisors as to the determination for federal income tax purposes of the amount of OID properly accruable each year with respect to the OID Bond, the adjusted basis on the OID Bond for purposes of determining taxable gain or loss upon the sale or other disposition of the OID Bond (including sale, redemption or other disposition of the OID Bonds at maturity) and as to other federal tax consequences and any state and local tax aspects of owning the OID Bonds.

Series 2017B Bonds

Federal Taxes. In the opinion of Bond Counsel, interest on the Series 2017B Bonds (including original issue discount, as discussed below) is NOT excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Thus, owners of the Series 2017B Bonds generally must include interest on the Series 2017B Bonds in gross income for federal income tax purposes.

State Taxes. Bond Counsel is further of the opinion that, pursuant to the Act, the Series 2017B Bonds and the income thereof are exempt from all taxation in the State. Bond Counsel has expressed no opinion regarding other tax consequences arising with respect to the Series 2017B Bonds under the laws of the State of Louisiana or any other jurisdiction.

Federal Income Taxes. The following is a summary of certain anticipated United States federal income tax consequences of the purchase, ownership and disposition of the Series 2017B Bonds. The summary is based upon the provisions of the Code, the regulations promulgated thereunder and the judicial and administrative rulings and decisions now in effect, all of which are subject to change. The summary generally addresses the Series 2017B Bonds held as capital assets and does not purport to address all aspects of federal income taxation that may affect particular investors in light of their individual circumstances or certain types of investors subject to special treatment under the federal income tax laws, including but not limited to financial institutions, insurance companies, dealers in securities or currencies, persons holding such Series 2017B Bonds as a hedge against currency risks or as a position in a "straddle" for tax purposes, or persons whose functional currency is not the United States dollar. Potential purchasers of the Series 2017B Bonds should consult their own tax advisors in determining the

* Preliminary, subject to change.

federal, state or local tax consequences to them of the purchase, holding and disposition of the Series 2017B Bonds.

Medicare Contribution Tax. Pursuant to Section 1411 of the Code, as enacted by the Health Care and Education Reconciliation Act of 2010, an additional tax is imposed on individuals beginning January 1, 2013. The additional tax is 3.8% of the lesser of (i) net investment income (defined as gross income from interest, dividends, net gain from disposition of property not used in a trade or business, and certain other listed items of gross income), or (ii) the excess of "modified adjusted gross income" of the individual over $200,000 for unmarried individuals ($250,000 for married couples filing a joint return and a surviving spouse). Holders of the Series 2017B Bonds should consult with their tax advisor concerning this additional tax as it may apply to interest earned on the Series 2017B Bonds as well as gain on the sale of a Series 2017B Bond.

Market Discount. Any owner who purchases a Series 2017B Bond at a price which includes market discount in excess of a prescribed de minimis amount (i.e., at a purchase price that is less than its adjusted issue price in the hands of an original owner) will be required to recharacterize all or a portion of the gain as ordinary income upon receipt of each scheduled or unscheduled principal payment or upon other disposition. In particular, such owner will generally be required either (a) to allocate each such principal payment to accrued market discount not previously included in income and to recognize ordinary income to that extent and to treat any gain upon sale or other disposition of such a Series 2017B Bond as ordinary income to the extent of any remaining accrued market discount (under this caption) or (b) to elect to include such market discount in income currently as it accrues on all market discount instruments acquired by such owner on or after the first day of the taxable year to which such election applies.

The Code authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments the principal of which is payable in more than one installment. Until such time as regulations are issued by the Treasury Department, certain rules described in the legislative history of the Tax Reform Act of 1986 will apply. Under those rules, market discount will be included in income either (a) on a constant interest basis or (b) in proportion to the accrual of stated interest.

An owner of a Series 2017B Bond who acquires such Series 2017B Bond at a market discount also may be required to defer, until the maturity date of such Series 2017B Bonds or the earlier disposition in a taxable transaction, the deduction of a portion of the amount of interest that the owner paid or accrued during the taxable year on indebtedness incurred or maintained to purchase or carry a Series 2017B Bond in excess of the aggregate amount of interest (including original issue discount) includable in such owner’s gross income for the taxable year with respect to such Series 2017B Bond. The amount of such net interest expense deferred in a taxable year may not exceed the amount of market discount accrued on the Series 2017B Bond for the days during the taxable year on which the owner held the Series 2017B Bond and, in general, would be deductible when such market discount is includable in income. The amount of any remaining deferred deduction is to be taken into account in the taxable year in which the Series 2017B Bond matures or is disposed of in a taxable transaction. In the case of a disposition in which gain or loss is not recognized in whole or in part, any remaining deferred deduction will be

allowed to the extent gain is recognized on the disposition. This deferral rule does not apply if the bondowner elects to include such market discount in income currently as described above.

Sale or Redemption of the Series 2017B Bonds. A bondowner’s tax basis for a Series 2017B Bond is the price such owner pays for the Series 2017B Bond plus the amount of any original issue discount and market discount previously included in income, reduced on account of any payments received (other than "qualified periodic interest" payments) and any amortized bond premium. Gain or loss recognized on a sale, exchange or redemption of a Series 2017B Bond, measured by the difference between the amount realized and the Series 2017B Bond basis as so adjusted, will generally give rise to capital gain or loss if the Series 2017B Bond is held as a capital asset (except as discussed above under "Market Discount"). The defeasance of the Series 2017B Bonds may result in a deemed sale or exchange of such Series 2017B Bonds under certain circumstances; owners of such Series 2017B Bonds should consult their tax advisors as to the Federal income tax consequences of such an event.

Defeasance. The legal defeasance of the Series 2017B Bonds may result in a deemed sale or exchange of such bonds under certain circumstances. Owners of such Series 2017B Bonds should consult their tax advisors as to the federal income tax consequences of such a defeasance.

Backup Withholding. A bondowner may, under certain circumstances, be subject to "backup withholding." This withholding generally applies if the owner of a Series 2017B Bond (a) fails to furnish the Paying Agent or other payor with its taxpayer identification number; (b) furnishes the Paying Agent or other payor an incorrect taxpayer identification number; (c) fails to report properly interest, dividends or other "reportable payments" as defined in the Code; or (d) under certain circumstances, fails to provide the Paying Agent or other payor with a certified statement, signed under penalty of perjury, that the taxpayer identification number provided is its correct number and that the holder is not subject to backup withholding. Backup withholding will not apply, however, with respect to certain payments made to bondowners, including payments to certain exempt recipients (such as certain exempt organizations) and to certain Nonresidents (as defined below). Owners of the Series 2017B Bonds should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining the exemption.

The amount of "reportable payments" for each calendar year and the amount of tax withheld, if any, with respect to payments on the Series 2017B Bonds will be reported to the bondowners and to the IRS.

Nonresident Bondowners. Under the Code, interest and original issue discount income with respect to the Series 2017B Bonds held by nonresident alien individuals, foreign corporations or other non-United States persons ("Nonresidents") generally will not be subject to the United States withholding tax (or backup withholding) if the Paying Agent (or other person who would otherwise be required to withhold tax from such payments) is provided with an appropriate statement that the beneficial owner of the Series 2017B Bond is a Nonresident. Notwithstanding the foregoing, if any such payments are effectively connected with a United States trade or business conducted by a Nonresident bondowner, they will be subject to regular United States income tax, but will ordinarily be exempt from United States withholding tax.

ERISA. The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), imposes certain requirements on "employee benefit plans" (as defined in Section 3(3) of ERISA) subject to ERISA, including entities such as collective investment funds and separate accounts whose underlying assets include the assets of such plans (collectively, "ERISA Plans") and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents governing the ERISA Plan. The prudence of any investment by an ERISA Plan in the Series 2017B Bonds must be determined by the responsible fiduciary of the ERISA Plan by taking into account the ERISA Plan's particular circumstances and all of the facts and circumstances of the investment. Government and non- electing church plans are generally not subject to ERISA; however, such plans may be subject to similar or other restrictions under state or local law.

In addition, ERISA and the Code generally prohibit certain transactions between an ERISA Plan or a qualified employee benefit plan under the Code and persons who, with respect to that plan, are fiduciaries or other "parties in interest" within the meaning of ERISA or "disqualified persons" within the meaning of the Code. In the absence of an applicable statutory, class or administrative exemption, transactions between an ERISA Plan and a party in interest with respect to an ERISA Plan, including the acquisition by one from the other of the Series 2017B Bonds could be viewed as violating those prohibitions. In addition, Section 4975 of the Code prohibits transactions between certain tax-favored vehicles such as Individual Retirement Accounts and disqualified persons. Section 503 of the Code includes similar restrictions with respect to governmental and church plans. In this regard, the Authority or any dealer of the Series 2017B Bonds might be considered or might become a "party in interest" within the meaning of ERISA or a "disqualified person" within the meaning of the Code, with respect to an ERISA Plan or a plan or arrangement subject to Sections 4975 or 503 of the Code. Prohibited transactions within the meaning of ERISA and the Code may arise if the Series 2017B Bonds are acquired by such plans or arrangements with respect to which the Issuer or any dealer is a party in interest or disqualified person.

In all events, fiduciaries of ERISA Plans and plans or arrangements subject to the above sections of the Code, in consultation with their advisors, should carefully consider the impact of ERISA and the Code on an investment in the Series 2017B Bonds. The sale of the Series 2017B Bonds to a plan is in no respect a representation by the Issuer or the Purchaser that such an investment meets the relevant legal requirements with respect to benefit plans generally or any particular plan. Any plan proposing to invest in the Series 2017B Bonds should consult with its counsel to confirm that such investment is permitted under the plan documents and will not result in a non-exempt prohibited transaction and will satisfy the other requirements of ERISA, the Code and other applicable law.

Changes in Federal and State Tax Law. From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to herein. In addition, such legislation (whether currently proposed, proposed in the future or enacted) could affect the market value or marketability of the Series 2017B Bonds. For example, negotiations between the Executive and Legislative Branches of the United States government regarding the federal budget may result in the enactment of tax legislation that could significantly reduce the benefit of, or otherwise affect, the exclusion of gross income for federal income tax of interest on all state and local obligations, including the Series 2017B Bonds. It cannot be predicted whether or in what form any such proposals might be enacted or whether if enacted such proposals would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2017B Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2017B Bonds or the market value thereof would be impacted thereby. Prospective purchasers of the Series 2017B Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending or proposed federal or state tax legislation, regulations or litigation.

THE FOREGOING DISCUSSION OF CERTAIN FEDERAL AND STATE INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM IN LIGHT OF THEIR OWN PARTICULAR INCOME TAX POSITION, OF ACQUIRING, HOLDING OR DISPOSING OF THE BONDS.

LEGAL MATTERS

The issuance of the Bonds is subject to the approval of legality by Foley & Judell, L.L.P., New Orleans, Louisiana, Bond Counsel. The proposed forms of the approving opinions of Bond Counsel is attached hereto as APPENDIX D. Certain legal matters will be passed upon for the Authority by Jacob S. Capraro, Esq., New Orleans, Louisiana, Special Counsel to the Authority. Certain legal matters will be passed upon for the Trustee by Gregory A. Pletsch & Associates, Baton Rouge, Louisiana. Certain legal matters pertaining to Tulane will be passed upon by the office of its General Counsel and McGuireWoods LLP, New York, New York, its Special Counsel. Certain legal matters will be passed upon for the Underwriters by Breazeale, Sachse & Wilson, L.L.P., Baton Rouge, Louisiana.

RATINGS

Initial Ratings

Moody's Investors Service, Inc. ("Moody's") and S&P Global Ratings, a division of S&P Global, Inc. ("S&P"), have assigned their municipal bond ratings of "A2" (outlook stable) and "A" (outlook stable), respectively, to the Bonds based on the credit of the University. Such ratings reflect only the views of such organizations and any desired explanation of the significance should be obtained from the rating agency furnishing the same, at the following addresses: Moody's, 7 World Trade Center at 250 Greenwich St., New York, New York 10007, Telephone (212) 556-1658, and S&P, 55 Water Street, 38th Floor, New York, New York 10014, Telephone (212) 438-2124. 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 Bonds.

The Authority has not requested any other organization to consider the assignment of a rating for the Bonds.

Changes in Ratings

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 Bonds.

Due to the ongoing uncertainty regarding the economy and debt of the United States of America, including, without limitation, the general economic conditions in the country and political and economic developments that may affect the financial conditions of the United States government, the United States debt limit, and the bond rating of the United States and its instrumentalities, obligations issued by state and local governments, such as the Bonds, could be subject to a rating downgrade. Additionally, if a significant default or other financial crisis should occur in the affairs of the United States or any of its agencies or political subdivisions, then such event could also adversely affect the market for and ratings, liquidity and market value of outstanding debt obligations, such as the Bonds.

None of the Authority, Tulane or the Underwriter has undertaken the responsibility of taking any action with respect to possible changes in such ratings or of bringing any such changes to the attention of the owners of the Bonds. See, however, "CONTINUING DISCLOSURE" herein and APPENDIX E hereto with respect to the obligations of Tulane to provide notice of certain material events, including, without limitation, rating changes.

UNDERWRITING

The Bonds are being purchased by Goldman Sachs & Co. LLC., on behalf of itself and Raymond James & Associates, Inc. (collectively, the "Underwriters"), pursuant to a Bond Purchase Agreement dated November ___, 2017 (the "Bond Purchase Agreement"), between the Underwriters and the Authority (and acknowledged, accepted and approved by Tulane) at a purchase price of, with respect to the Series 2017A Bonds, $______, representing $______original principal amount of the Series 2017A Bonds less $______of Underwriters’ discount, [plus/less] $______net original issue [premium/discount], and, with respect to the Series 2017B Bonds, $______, representing $______original principal amount of the Series 2017B Bonds less $______of Underwriters’ discount, [plus/less] $______net original issue [premium/discount].

The Bond Purchase Agreement executed by the Underwriters provides that the Underwriters will purchase all of the Bonds if any are purchased. The Underwriters intend to offer the Bonds to the public initially at the prices set forth on the inside front cover page of this Official Statement, which may subsequently change without any requirement of prior notice. The Underwriters reserve the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriters may offer and sell the Bonds to certain dealers at prices lower than the public offering prices. In connection with this offering, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Bonds offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commence, may be discontinued at any time.

The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, advisory, investment management, principal investment, hedging, financing and brokerage services. The Underwriters and their affiliates have, from time to time, performed, and may in the future perform, various advisory and investment banking services for the Authority or the University, for which they received or will receive customary fees and expenses.

In the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Authority or the University.

The Underwriters and their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

INDEPENDENT AUDITORS

The consolidated financial statements of Tulane University as of and for the years ended June 30, 2017 and 2016, included in this Official Statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein. See "APPENDIX B - FINANCIAL STATEMENTS OF TULANE" hereto.

MUNICIPAL ADVISOR

The Yuba Group LLC, also known as Yuba Group Advisors, serves as independent registered municipal advisor to the University (the "University’s Municipal Advisor") and has been engaged by the University to provide municipal advisory services in connection with the issuance of the Bonds. A portion of the University’s Municipal Advisor’s fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. The University’s Municipal Advisor is not obligated to make, and has not undertaken, an independent verification of any of the information contained in this Official Statement and the Appendices hereto and makes no guarantee as to the accuracy, completeness or fairness of such information. The Yuba Group LLC is an independent financial advisory and consulting firm and is not engaged in the underwriting or trading of municipal securities or other negotiable instruments.

CONTINUING DISCLOSURE

The Undertaking

Tulane will enter into an undertaking (the "Undertaking") for the benefit of the owners, including beneficial owners, of the Bonds to provide certain financial information and operating data to the Municipal Securities Rulemaking Board (the "MSRB"), electronically through its Electronic Municipal Market Access ("EMMA") system, annually and to provide notice to the MSRB, electronically through EMMA, of certain enumerated events, called "Listed Events," pursuant to the requirements of Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. Part 240, §240.15c2-12) (the "Rule"). See "APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT" hereto.

A failure by Tulane to comply with the Undertaking will not constitute an Event of Default under the Indenture (although Bondholders will have any available remedy at law or in equity). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by a broker-dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

Compliance with Prior Undertakings

Tulane has entered into other continuing disclosure undertakings (the "Prior Undertakings") for the benefit of the owners of certain series of Outstanding Bonds. The Prior Undertakings require Tulane to provide certain financial information and operating data annually, and notice of the occurrence of Listed Events, in each case with the MSRB electronically through EMMA. During the five (5) years preceding the date of this Official

Statement, certain operating data with respect to the Prior Undertakings was not timely filed by Tulane with EMMA; however, as of the date of this Official Statement, all such filings have been filed with EMMA. In addition, in connection with the Prior Undertakings, Tulane failed to file on a timely basis certain notices of Listed Events, including changes in ratings assigned to the insurer of certain series of insured bonds or to the underlying ratings for certain series of Outstanding Bonds. For Fiscal Year 2013, the financial information and operating data were filed three (3) days late. In addition, the audited financial statements of Tulane for Fiscal Year 2013 were not filed with respect to the Series 2007C Bonds; however, corrective action was taken in September 2016. On December 18, 2007, the Series 2007B Bonds were converted from taxable bonds to tax-exempt bonds, and in connection therewith, a new CUSIP number was assigned to the Series 2007B Bonds. The Official Statement relating to the original issuance of the Series 2007B Bonds was not filed under the new CUSIP number; however, corrective action was taken in September 2016.

The foregoing description of instances of non-compliance by Tulane with its Prior Undertakings should not be construed as an acknowledgment that any such instance was material.

Tulane is continuously reviewing and revising its continuing disclosure policies and procedures in order to ensure compliance with its continuing disclosure undertakings in the future on a timely basis.

ABSENCE OF LITIGATION AFFECTING THE BONDS

The Authority

There is not now pending or, to the knowledge of the Authority, threatened, any litigation restraining or enjoining the issuance or delivery of the Bonds or questioning or affecting the validity of the Bonds or the proceedings or authority under which they are to be issued. Neither the creation, organization or existence, nor the title of the present members and officers of the Authority to their respective office, is being challenged or questioned. There is no litigation pending or, to its knowledge, threatened, which in any manner questions the right of the Authority to enter into the Loan Agreement with Tulane or to secure the Bonds in the manner provided in the Indenture. There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body pending or, to its knowledge, threatened, against or affecting the Authority, wherein an unfavorable decision, ruling or finding would materially and adversely affect the transactions contemplated hereunder or under the Indenture or the Loan Agreement or which in any way would adversely affect the validity or enforceability of the Bonds, the Indenture or the Loan Agreement or any agreement or instrument to which the Authority is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.

Tulane

Except as described in "Litigation Affecting Tulane" in APPENDIX A hereto, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to its knowledge, threatened against or affecting the Tulane,

wherein an unfavorable decision, ruling or finding would materially and adversely affect the transactions contemplated herein or under the Loan Agreement or which in any way would adversely affect the validity or enforceability of the Bonds, the Loan Agreement, or any agreement or instrument to which Tulane is a party, used or contemplated for use in the consummation of the transactions contemplated hereby, or Tulane's performance of its obligations under the Loan Agreement, or in which any liability of Tulane is not adequately covered by insurance or for which adequate reserves are not provided or for which any judgment or order would have a material adverse effect upon the business, operations or assets of Tulane or affect its existence or authority to do business.

MISCELLANEOUS

The covenants and agreements of the Authority and the Trustee with each other for the benefit of the Bondholders are fully set forth in the Indenture and the Loan Agreement and reference is made to such documents for a complete statement of the rights and obligations of the Authority, Tulane, the Trustee and the Bondholders. Neither this Official Statement nor any statements which may have been made orally or in writing are to be construed as a contract with the Bondholders. All estimates, whether or not so stated, are not to be construed as representations that they will be realized.

The references herein to the Indenture, the Loan Agreement and other materials are brief outlines of certain provisions thereof. Such outlines do not purport to be complete, and for full and complete statements of such provisions reference is made to such instruments, documents and other materials, copies of which will be on file at the principal office of the Trustee.

The attached Appendices are integral parts of this Official Statement and must be read together with all of the foregoing statements.

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Tulane has reviewed the information contained herein which relates to it and has approved all such information for use within this Official Statement. The Bond Purchase Agreement for the Bonds requires Tulane to deliver to the Underwriters and the Authority its Inducement Letter constituting the agreement of Tulane to indemnify the Underwriters and the Authority against losses, claims, damages and liabilities arising out of any incorrect statements or information contained in this Official Statement pertaining to Tulane or supplied by Tulane.

LOUISIANA PUBLIC FACILITIES AUTHORITY

By: Title: Chairman

THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND

By: Title: Senior Vice President and Chief Operating Officer

APPENDIX A

INFORMATION CONCERNING TULANE

TABLE OF CONTENTS

Page

History ...... A-1 Governance and Administration ...... A-2 Academic Programs ...... A-7 Principal Facilities ...... A-7 Uptown Campus ...... A-8 Downtown Campus ...... A-8 Research Centers and Laboratories ...... A-9 Investments in Property, Plant and Equipment ...... A-9 Capital Projects ...... A-9 Faculty and Staff ...... A-10 Student Applications, Acceptances and Enrollments ...... A-10 Tuition and Fees ...... A-13 Financial Aid ...... A-13 Sponsored Research Activities and Programs ...... A-14 Summary of Assets, Liabilities and Net Assets; Revenues, Expenses and Changes in Net Assets, and Cash Flows ...... A-15 Management’s Discussion and Analysis ...... A-18 Overview of changes in Unrestricted Net Assets from Operating Activities ...... A-18 Discussion of Selected Revenue Categories ...... A-19 Discussion of Selected Expense Categories ...... A-19 Discussion of Selected Allocated Expense Categories ...... A-20 Discussion of Cash Flows ...... A-20 Liquidity ...... A-21 Strategic Operating Initiatives ...... A-21 Private Gifts and Grants ...... A-22 Summary of Tulane’s Last Capital Campaign and Status of Proposed Campaign ...... A-23 Endowment Summary ...... A-23 Investment Policy and Allocation ...... A-25 Endowment Liquidity ...... A-25 Outstanding Indebtedness – Bonds Payable ...... A-25 Outstanding Indebtedness – Notes Payable ...... A-27 Hedging Agreements ...... A-27 Retirement Plans/Health Benefit Plans ...... A-27 Insurance...... A-28 Tulane University Health Sciences ...... A-29 General ...... A-29 Joint-Venture with HCA ...... A-29 Operation of the Medical Center; Relationship to Tulane ...... A-30 Tulane Medical Center operations: ...... A-30 Physicians ...... A-30 Medical School Students and Residents ...... A-31 Relationship of Tulane to the Medical Center of Louisiana and University Medical Center ...... A-31 Litigation ...... A-31 Audit Regarding FEMA Disaster Cost Recoveries ...... A-31

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History

Tulane University of Louisiana (“Tulane” or the “University”) is a highly regarded and selective independent, private research university. Its schools and college offer degrees in the liberal arts, science and engineering, architecture, business, law, social work, medicine, and public health and tropical medicine. Located in New Orleans, Louisiana, Tulane traces its origins to the Medical College of Louisiana, the Deep South’s second oldest medical school, which was founded in 1834. By 1847, the Medical College of Louisiana was part of the newly established public institution, the University of Louisiana. Tulane emerged as a private university in 1884 when the University of Louisiana was reorganized and named in honor of benefactor Paul Tulane, a wealthy merchant who bequeathed more than $1 million to endow a university “for the promotion and encouragement of intellectual, moral and industrial education.” In 1886, the H. Sophie Newcomb Memorial College for Women (“Newcomb College”) was established as part of the University. In 2006, Newcomb College and Tulane’s college for undergraduate men were consolidated to form the Newcomb-Tulane College.

Tulane’s nine academic schools are primarily located on two campuses. The main campus is located on approximately 110 acres in the uptown section of New Orleans on St. Charles Avenue. The campus in downtown New Orleans includes the School of Medicine and the School of Public Health and Tropical Medicine. The Tulane National Primate Research Center (the “Primate Center”), located in Covington, Louisiana, has a mission to improve human and animal health nationwide through basic and applied biomedical research.

Research in many disciplines has flourished at Tulane through the establishment of centers such as the Roger Thayer Stone Center for Latin American Studies, one of the world’s premier programs for the study of Latin America and the Caribbean; the Middle American Research Institute, an internationally prestigious program that conducts advanced research into the archaeology, history, tropical botany, and natural resources and products of Mexico and other countries in Central America; the Tulane/Xavier Center for Bioenvironmental Research, which undertakes environmental research on long-standing and emerging concerns based on a rich history of cross- disciplinary research and service; the Murphy Institute, an international force in reviving and replenishing “political economy,” not only through the study of interconnections between politics and economics, but also through interdisciplinary studies in which economists, historians, moral philosophers and political scientists make contributions of shared and equal interest; and the Tulane Cancer Center (part of the School of Medicine), which fosters scientific discovery and translates research advances into clinical cancer care.

The University has also established the Newcomb College Institute, which provides vibrant, intellectually rigorous programming on women’s issues for the University community; the Center for Public Service, which supports a University curriculum and research agenda by uniting academics and action, classroom and communities through which students, faculty and community partners dedicate themselves to the transformation of civic life; and the Cowen Institute for Public Education Initiatives, an action-oriented think tank that informs and advances solutions – through policies, programs and partnerships – to eliminate the challenges impeding the success of K-12 education in New Orleans and beyond.

In 1976, the Tulane Medical Center (f/k/a the Tulane University Hospital and Clinic) (the “Medical Center”), a tertiary care hospital for patients under the care of the Tulane University Medical Group Faculty Practice Plan (the “Tulane University Medical Group”) and Tulane’s interns and residents, was opened. Effective April 1995, Tulane entered into a joint-venture arrangement with HCA-The Healthcare Company (formerly known as Columbia Healthcare Corporation or Columbia/HCA) (“HCA”) for the ownership and operation of the Medical Center, including the attached ambulatory care clinics and related satellite clinics. Tulane currently holds a 17.25% equity ownership interest in the resulting joint venture company, University Healthcare System, L.C. (the “Joint Venture Company”), which owns the Medical Center. See “Tulane University Health Sciences” below.

On August 29, 2005, Hurricane Katrina struck the Gulf Coast area, causing widespread damage to properties throughout the region including metropolitan New Orleans. The University’s campuses were damaged extensively and Tulane experienced major business interruption. In Fall 2005, Tulane students were generally relocated to other universities and colleges as host schools throughout the United States. The School of Medicine was hosted by the Baylor School of Medicine in Houston, Texas, where Tulane faculty provided instruction. The University resumed partial operations in January 2006. By Summer 2006, substantially all academic programs had

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resumed. The University reported substantial disaster costs and recoveries in Fiscal Year1 2006 and subsequent Fiscal Years through 2012. See also “Management’s Discussion and Analysis” and “Audit Regarding FEMA Disaster Recoveries” below.

In the wake of Hurricane Katrina, the Board of Administrators of the Tulane Educational Fund (the “Board”), in consultation with the University’s administration, adopted a Renewal Plan (the “Plan”) on December 8, 2005. The Plan represented one of the most sweeping reorganizations of an American university in more than a century. The Plan strengthened and focused the University’s academic mission, building on Tulane’s vision and core values, while strategically addressing its current and future operations in the post-Katrina era.

Under the Plan, the University made a strong commitment to enhance the value of the undergraduate collegiate experience by making it more campus and student-centric. The undergraduate program is at the core of the renewed Tulane, and in recognition of this value, the University established Newcomb-Tulane College to unify the previous coordinate college system that included Tulane College for undergraduate men and Newcomb College for undergraduate women in the liberal arts. All incoming Tulane students, regardless of their field of interest, now enter the University through this unified undergraduate college, which serves as a coordinating mechanism for all aspects of the undergraduate experience. Upon declaring a major, undergraduate-students also join one of five undergraduate schools. See “Academic Programs” below.

In summary, action was taken by the University to realign existing academic and athletics programming after Hurricane Katrina in order to better position the University to meet future challenges and competitive requirements. The Plan strengthened the University’s standing and allowed time to recover from the temporary loss of students and financial resources. As shown under the heading “Student Applications, Acceptances and Enrollments” below, full-time undergraduate student enrollments have increased to record levels in Fiscal Years 2015, 2016 and 2017.

Governance and Administration

The governing and policy-making authority of the University is vested in the Board, which is comprised of 37 voting members as of September 30, 2017.

Except for the President of the University and the member elected from Alumni Association nominees, members of the Board are elected for a term of three years, and may be re-elected for up to three additional three- year terms. Members who serve four terms to completion may be re-elected for one additional three-year term after being off the Board for one year. The President of the University serves as a voting member of the Board for the duration of his presidency, and the Board member elected from Alumni Association nominees serves a single three- year term. The term of a Board member elected to serve as Chair is automatically extended to coincide with such member’s term as Chair. In the event the Chair’s term as a Board member ends during the one-year period following the conclusion of his or her term as Chair, that Board member’s term is extended automatically for one year as Immediate Past Chair. Any member who serves for four terms or retires as a Board member at age 75 may be designated as an Emeritus Administrator.

The Chair represents the Board during intervals between meetings of the Board, presides at all meetings of the Board and its Executive Committee and decides all questions and points of order as provided by parliamentary law. The Executive Committee, during the interval between meetings of the Board and while the Board is not in session, possesses and exercises all the powers and duties of the Board in the management and direction of all business and affairs of the University in accordance with the policies established by the Board. The Executive Committee recommends the Board’s strategic agenda, recommends the process for monitoring the performance of the Board and President, and provides Board oversight for strategic planning.

The Executive Committee consists of the Board’s Chair, the immediate past Chair, the two Vice Chairs, the Chair-Elect, the Chairs of the Audit, Finance, Compensation and Personnel, Board Governance, Development, Health Sciences Center, and Endowment Management Committees and, at the discretion of the Chair, not more than

1 “Fiscal Year” as used in this Appendix A means a fiscal year ended June 30 of the year or years noted.

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four other active Board members selected by the Chair. In addition to the Executive Committee, the following are the standing committees of the Board:

Finance Committee Endowment Management Committee Audit Committee Development Committee Physical Plant and Campus Development Committee Committee on Board Governance Compensation and Personnel Committee Academic Affairs Committee Student Affairs Committee Health Sciences Center Committee Intercollegiate Athletics Committee

The Chair of the Board serves as Chair Ex-Officio of the Executive Committee. All actions of the Executive Committee are reported to the Board prior to or at its next meeting following such action and are subject to ratification or revision by the Board, provided that no acts or rights of third parties are adversely affected by such revisions.

As of the date of this Official Statement, the members of the Board are as follows:

BOARD OF ADMINISTRATORS OF TULANE UNIVERSITY

Board Member Term Ends Business Affiliation Mrs. Elizabeth Connolly Alexander 3/17/2020 Vice Chairman of the Board, Cotiviti Healthcare The Hon. Michael G. Bagneris 6/30/2021 Retired Judge, Civil District Court Dr. Jeffrey R. Balser* 7/1/2018 President and CEO, Vanderbilt University Medical Center; Dean, Vanderbilt School of Medicine Mr. John David Barksdale 6/30/2020 Vice-Chairman, Spread Networks, LLC Mr. Brad Beers 9/16/2019 Owner, Beers Law Firm Mr. Clement C. Benenson 3/15/2018 Director and Co-President, Summa Holding, Inc. Mrs. Gayle M. Benson 3/20/2020 The New Orleans Saints and The New Orleans Pelicans Mr. Darryl D. Berger* 6/30/2018 President, The Berger Company, Inc. Ms. Kim M. Boyle* 12/11/2017 Partner, Employment Law Group, Phelps Dunbar, LLP Mr. Michael A. Corasaniti* 6/20/2020 CEO and Founder, Tourmalet Advisors, LLP Mr. Glenn M. Darden 9/13/2018 Director, Mercury Exploration Company Mr. David F. Edwards 3/17/2020 Partner, Jones, Walker, LLP Mrs. Stephanie S. Feoli 12/8/2017 Vice President and Director, Zemurray Foundation Mr. Michael A. Fitts Ex-officio President, Tulane University Mr. Timothy B. Francis 9/13/2018 Of Counsel, Sher, Garner, Cahill, Richter, Klein, & Hilbert, LLC

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Board Member Term Ends Business Affiliation Dr. Michael A. Friedman 12/11/2017 Emeritus Cancer Center Director, City of Hope Medical Center Mr. David C. Friezo 6/30/2020 Managing Partner, Lydian Advisory Group, LLC Mrs. Jill H. Glazer* 3/19/2018 Civic Leader Mr. William A. Goldring 6/30/2020 Chairman, Sazerac Company, Inc. Dr. Robert I. Grossman 12/11/2018 Dean and CEO, New York University-Langone Medical Center Mr. Douglas J. Hertz* 9/19/2019 President and CEO, United Distributors, Inc. Ms. Lisa P. Jackson 6/21/2019 Vice President for Environmental Initiatives, Apple Mrs. Jennifer Juge Kottler 6/30/2018 Founder, President, and Sole Proprietor, Kottler Works, LLC Mrs. Sherry M. Leventhal* 6/30/2020 Attorney Mr. Barry A. Malkin 12/9/2019 Co-Founder/Sr. Managing Partner, GEM Realty Capital, Inc. Mr. E. Pierce Marshall, Jr. 9/18/2018 President and CEO, Élevage Capital Management, LLC Mr. Michael F. McKeever 12/9/2019 Managing Partner, Legacy Venture Partners, LLC Mr. David M. Mussafer* 6/20/2020 Managing Partner, Advent International Corporation Mrs. Marcela V. Pannetta 6/15/2020 Civic Leader Mr. R. Hunter Pierson, Jr.* 9/24/2018 President, Pierson Investments Mr. Rick S. Rees* 6/30/2020 Co-Founder / Managing Partner, LongueVue Capital, LLC Mr. Lawrence M.v.D. Schloss* 6/30/2020 Private Investment Mr. Irwin D. Simon* 6/19/2018 President & CEO, The Hain Celestial Group, Inc. Mr. Albert H. Small, Jr.* 12/12/2019 Founder and President, Renaissance Centro Ms. Phyllis Miller Taylor 6/30/2019 Chairman & CEO, Endeavor Enterprises, LLC and Chairman & CEO, Taylor Energy Company, LLC Mr. Mark W. Tipton 12/9/2019 Georgia Regional President, Iberiabank Mr. Andrew B. Wisdom* 3/19/2018 Principal, Investment Management Consultant, Crescent Capital Consulting ______* Members of the Executive Committee

The senior administrative officers of Tulane are as follows:

MICHAEL A. FITTS, President – Mr. Fitts is the 15th president of Tulane. Previously, President Fitts served as Dean of the University of Pennsylvania Law School for 14 years, where he was recognized for enhancing

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offerings in interdisciplinary education. While he was Dean of the University of Pennsylvania Law School, he presided over a quadrupling of its endowment, a more than 40% increase in the size of its faculty and a doubling of its student financial aid. He arrived at Tulane in July 2014, bringing with him a strong emphasis on heightening cross-disciplinary education and research. In his first year at Tulane, President Fitts launched task forces to lead the University in deepening its unique strengths for interdisciplinary collaboration. President Fitts has also initiated a campus master planning process with a 21st century vision that includes drawing people together from different parts of the campus and linking different functions of the University, such as residence halls with dining facilities and academic venues. His vision for the University includes enhancing the ties between public service and academics. President Fitts earned a Bachelor of Arts degree from Harvard University and a Juris Doctorate from Yale University.

ROBIN FORMAN, Senior Vice President of Academic Affairs and Provost – Dr. Forman became the Senior Vice President of Academic Affairs and Provost on September 1, 2016. Before coming to Tulane University, Dr. Forman served as the Dean of the College of Arts and Sciences at Emory University and was its Asa Griggs Candler Professor of Mathematics. Dr. Forman was previously a member of the Rice University faculty, being named full professor of mathematics in 1999 and serving as chair of the Department of Mathematics from 2001 to 2005. He served as Dean of Undergraduates at Rice University from 2005 to 2010. He is a summa cum laude graduate of the University of Pennsylvania and earned a Ph.D. in mathematics from Harvard University, serving for two years as an instructor at the Massachusetts Institute of Technology before joining the faculty at Rice University. Dr. Forman’s research, which has been funded by nationally prominent foundations and sponsors of research, focuses on combinatorial methods in topology and geometry.

PATRICK J. NORTON, Senior Vice President and Chief Operating Officer – Before joining Tulane in August 2016, Mr. Norton was the Vice President, Finance and Treasurer for Middlebury College. Prior to his appointment at Middlebury College, Mr. Norton had spent his career in finance and accounting, focused in higher education and healthcare at Columbia University and New York University Medical Center. At Tulane, Mr. Norton is responsible for substantially all business functions including finance, debt management, cash management audit, treasury, central procurement, short-term investments, budget, internal audit, corporate accounting, sponsored projects accounting, student accounts, payroll and workforce management. In addition, Mr. Norton is responsible for the physical operations of the University, including physical plant, parking, public safety, capital projects, real estate activities, risk management and insurance and emergency planning. Mr. Norton is a member of the American Institute of Certified Public Accountants, the Association of Financial Professionals and National Association of College and University Business Officers. Mr. Norton is a Certified Public Accountant and Certified Treasury Professional. He is a graduate of the University of Texas at Austin with a B.B.A. in Accounting and has an M.A. from Columbia University.

L. LEE HAMM, Senior Vice President and Dean, School of Medicine – Dr. Hamm was named Dean of the School of Medicine in June 2013. Prior to his appointment, Dr. Hamm held several senior administrative positions at the School of Medicine, including Executive Vice Dean, Chair of the Department of Medicine, and also Interim Dean for the School of Medicine. He also serves as Co-Director of the Tulane Hypertension and Renal Center of Excellence. Dr. Hamm joined Tulane in 1992 as Professor of Medicine and Physiology and Chief of the Section of Nephrology and Hypertension in the Department of Medicine. He was Associate Chairman for Research from 1994 to 1996 and then Vice Chairman of the department from 1996 to 2005. He was appointed as the Huberwald Chair in Medicine in 2005. Prior to joining Tulane, Dr. Hamm held faculty appointments at Washington University School of Medicine in St. Louis, Missouri, as Associate Professor of Medicine and Associate Professor of Cell Biology and Physiology. Dr. Hamm received a Bachelor of Sciences degree, magna cum laude, from Auburn University, and an M.D., cum laude, from the University of Alabama School of Medicine. He is Board certified in Internal Medicine and Nephrology, and certified by the American Society of Hypertension as a Specialist in Clinical Hypertension.

RICHARD A. MATASAR, Senior Vice President for Strategic Initiatives and Institutional Effectiveness – Dr. Matasar is a nationally known legal scholar and expert in higher education finance and innovation. For more than 20 years, he has been a leading advocate for improving the quality and value of higher education by making it more responsive to societal needs, especially through the use of information technology. At Tulane, he is charged with shaping long-term academic strategy, developing new programs, and improving the value of a Tulane education. Before arriving at Tulane in 2016, Dr. Matasar was Vice President for University Initiatives and Professor of Management at New York University. Prior to joining New York University, he was Dean at New

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York Law School from 2000 to 2012, Dean of the University of Florida’s College of Law from 1996 to 1999, Dean at the Chicago-Kent College of Law from 1991 to 1996, and Professor of Law at the University of Iowa from 1980 to 1991. During his term as Dean, he substantially increased the endowment of each of these law schools. Dr. Matasar earned a Bachelor of Arts degree from the University of Pennsylvania and a Juris Doctorate from the University of Pennsylvania Law School.

VIRGINIA WISE, Senior Vice President for Advancement – Ms. Wise was recently appointed Senior Vice President for Advancement, a position that she had held in an interim capacity since August 2016, and is responsible for Development and Alumni Relations. Prior to assuming this position, Ms. Wise served for six years as the Vice President of Development, Leadership Giving at Tulane. She has 26 years of experience in academic fundraising, having served in various development leadership roles at Harvard University, including Managing Director of the Harvard College Fund, Director of Development for Harvard Business School, Executive Director of the University Development Office, and Associate Dean for Development and External Relations at the Harvard Divinity School. A native of New Orleans, Ms. Wise received her Bachelor of Arts degree from Dartmouth College and a Master of Education degree from the Harvard University Graduate School of Education.

The organizational chart below shows the current major management positions and incumbents of such positions. This is the management team that reports to the President.

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Mr. McMahon has tendered his resignation effective December 31, 2017. A national search has been initiated.

Academic Programs

Tulane University is comprised of nine academic schools, which enrolled 8,435 full-time and part-time undergraduate students, 3,879 full-time and part-time graduate and professional students, and 1,288 full-time medical students and medical residents in the Fall 2017 semester.

All full-time Tulane undergraduates are admitted into Newcomb-Tulane College. Upon declaration of a major, students also join one of the five undergraduate schools (Architecture, the A. B. Freeman School of Business, Liberal Arts, Science and Engineering, and Public Health) that offer programs of study leading to the degrees of Bachelor of Arts, Bachelor of Science or Bachelor of Fine Arts in 55 areas of study. Each of these five schools also offers graduate programs leading to degrees, which include the Master of Arts, Master of Science, Master of Fine Arts, Master of Liberal Arts, Master of Public Health and Doctor of Philosophy.

The School of Law offers the degrees of Juris Doctor, Master of Laws, Master of Comparative Law, and Doctor of Judicial Science. The School of Medicine offers the degree of Doctor of Medicine. The School of Public Health and Tropical Medicine offers the degrees of Master of Health Administration, Master of Public Health, Master of Public Health and Tropical Medicine, Master of Science in Public Health, Doctor of Science and Doctor of Public Health. The School of Social Work offers programs of study leading to the Master of Social Work degree and the Doctor of Social Work degree. Additionally, numerous joint degree and executive programs are available. The School of Professional Advancement offers part-time continuing education opportunities with both undergraduate and graduate degree programs.

The University sponsors undergraduate programs of study abroad through its Center for International Studies. This program places students in semester and full-year programs at universities in 17 countries in Europe, Asia, South America, and Australia. The University also offers summer and semester abroad programs in law, business, architecture, and other disciplines in various countries throughout the world.

In the past decade, Tulane graduated five Goldwater Scholars, three Truman Scholars, two Beinecke Scholars, and one Luce Scholar. During such decade, 55 students were awarded a research, teaching, or study grant from the U.S. Student Fulbright Program, and in 2013 and 2016, Tulane was named a top producing institution by the Fulbright Program. Additionally, in the past decade, 40 Tulane graduates and 16 Tulane graduate students were awarded a National Science Foundation Graduate Research Fellowship.

The University is accredited by the Southern Association of Colleges and Schools. Additionally, individual schools are accredited by national accrediting organizations such as the Association to Advance Collegiate Schools of Business, the American Bar Association, the Liaison Committee on Medical Education of the American Medical Association, the Executive Council of the Association of American Medical Colleges, the Accrediting Board for Engineering and Technology, the National Architectural Accrediting Board, the Council on Social Work Education, the Council on Education for Public Health and the Accrediting Commission for Graduate Education in Health Administration. Numerous programs of the University have received individual accreditation from various agencies such as the American Association of Law Schools, the American Chemical Society and the Louisiana State Department of Education.

The University is a member of the Association of American Universities, the American Council of Education, Association of Graduate Schools, and the Council of Graduate Schools.

Principal Facilities

The University’s nine academic schools are primarily located on two main campuses. Six of these schools are located on the approximately 110-acre campus situated in the uptown residential section of New Orleans. In addition to its regular academic sessions, which include two regular semesters and an annual summer session, the University offers continuing education courses through its evening division located on the uptown campus and at two satellite locations.

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The uptown campus accommodates the undergraduate and graduate programs in Architecture, Business, Professional Advancement, Law, Liberal Arts, and Science and Engineering. This campus also provides housing for undergraduate students, facilities and spaces for recreational sports and athletics, venues for public performances and exhibitions, and offices for administrative personnel.

The School of Medicine, the School of Public Health and Tropical Medicine, and the Medical Center are located in downtown New Orleans at adjacent sites. In 2014 the School of Social Work moved to the downtown campus. The University also has research facilities at the Hebert Center near Belle Chasse, Louisiana, and at the Primate Center in St. Tammany Parish.

Uptown Campus

The buildings located on or near the uptown campus feature approximately 2.6 million gross square feet of space, including 85 academic and administrative buildings, dormitories, comprehensive athletic facilities, several libraries holding approximately two million volumes, a student union center and a student recreation center. The University completed a major renovation to Dinwiddie Hall, home to the department of Anthropology, in 2010, becoming the University’s first “Leadership in Energy and Environmental Design” (LEED) certified building. The University also completed construction of two new residence halls, Weatherhead Hall in 2011 and Barbara Greenbaum House in 2014. Athletic facilities have been added to the uptown campus to maintain recruiting, meet student-athlete needs and comply with conference regulations. This includes the Hertz Center, a basketball/volleyball practice facility added in 2011, and renovations to the Avron B. Fogelman Arena in Devlin Fieldhouse in 2013. In 2014, the University opened Yulman Stadium, a new on-campus football stadium with capacity for 30,000 fans. With the opening of Yulman Stadium, football returned to the uptown campus after a more than 30-year period during which games were played downtown in the Superdome. In 2012, an increase in research laboratories was made possible with the construction of Flower Hall, a facility dedicated to chemistry and chemical engineering.

Downtown Campus

The downtown campus, which includes the School of Medicine, the Medical Center, the School of Public Health and Tropical Medicine and the School of Social Work, is situated in downtown New Orleans.

The seven-story J. Bennett Johnston Building was placed in service in 1993 and houses the Center for Bioenvironmental Research, including laboratory and vivarial science facilities. The Center for Bioenvironmental Research supports interdisciplinary research in health sciences, medicine, engineering, economics and related fields. This building was funded in part by a $13.0 million grant from the federal government, and the laboratories in this building were renovated with funding provided by the National Institutes of Health (“NIH”).

The School of Medicine building is located at 1430 Tulane Avenue and houses teaching and research activities. The School of Public Health and Tropical Medicine is housed in the Tidewater Building located at 1440 Canal Street. In 2005, the University leased eleven floors or approximately 185,000 square feet in a high rise building at 1555 Poydras Street, near the downtown campus. Certain School of Medicine programs and departments, the Cowen Institute for Public Education Initiatives, Institutional Research, University Advancement, Technology Services and other administrative offices are located in this building. In 2006, a 15-story, 182,200 square foot office building with a 233 car parking garage was donated to the University. This building, known as the Murphy building, is located on the edge of the downtown campus near the new University Medical Center complex and the new Veterans Administration medical center complex. The Murphy building houses several School of Medicine departments and administrative offices.

In 2015, the University renovated the Elks Place building for the School of Social Work. In addition to the School of Social Work, this building houses a student health clinic and administrative offices.

The Medical Center is owned and operated by the Joint Venture Company. All land on which the Medical Center is situated is owned by Tulane and is leased to the Joint Venture Company pursuant to a ground lease. See “Tulane University Health Sciences” below.

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The School of Public Health and Tropical Medicine maintains extensive international research, development and training programs. It cooperates with the Center for Latin American Studies in dual research and degree programs, and has operated the International Center for Medical Research and Training at Cali, Colombia, since the 1960s. Currently, there are major funded research projects in Africa, some of which are operated in conjunction with Tulane International, LLC, an affiliate of Tulane.

Research Centers and Laboratories

The University operates several research centers and has been designated as an institution of “Very High Research Activity” in the Carnegie classification scheme of research universities. The Primate Center was established under the auspices of the National Institutes of Health and is located on a 500-acre tract in St. Tammany Parish, across Lake Pontchartrain from New Orleans. The Primate Center is dedicated to the use of nonhuman primates in a wide range of biomedical research programs. Approximately $100 million in improvements and renovations, funded in part through government grants, amounts borrowed and other unrestricted funds were substantially completed by 2012.

The Tulane University Riverside Research Laboratories, located on a 500-acre tract known as the Hebert Center near Belle Chasse, Louisiana, provides facilities for advanced research and graduate training in such areas as computer sciences, bioengineering, environmental biology, and developmental biology.

Investments in Property, Plant and Equipment

During the five Fiscal Years ended June 30, 2017, the University invested approximately $437.7 million in property, plant and equipment. These investments included major capital projects such as Yulman Stadium and two dormitories, major information technology systems, building renovations to support current programming, along with routine department renovations, equipment, and library media. These investments were financed through a combination of bond proceeds, investments in endowment and cash from capital gifts, grants and FEMA recoveries. During the current Fiscal Year, the University is completing a $38 million addition to the A.B. Freeman School of Business as described below. For additional information on the University’s property, plant and equipment, see Appendix B to this Official Statement.

Capital Projects

Construction began on a 46,000 square foot addition to the A.B. Freeman School of Business in June 2016 and is expected to be completed in January 2018. The cost of the addition is expected to be approximately $38 million. Significant fundraising has been completed, with approximately $12 million in donations received through June 30, 2017 and pledges and pledge intentions of approximately $16 million as of June 30, 2017. There can be no assurance that the pledged donations will be received in the amounts or at the times stated in the pledge commitments.

The University purchased certain uptown energy-related infrastructure from a third party owner in July 2016. The purchase price was $12.4 million.

A number of smaller projects have been recently completed, including (i) improvements to the surgical suite at the Primate Center, (ii) the first phase of construction of the new Tulane River and Coastal Center (overseen by the ByWater Institute of Tulane University) on a site in downtown New Orleans and (iii) certain other projects such as infrastructure and residence hall improvements on the uptown campus.

The University is currently planning for the design, construction, and financing of a facility to be known as the Commons which will include approximately 41,900 square feet for dining, 12,000 square feet for the Newcomb College Institute, 10,800 square feet for student meeting and study space, and 6,320 square feet for support space. The dining facility will double the capacity of the existing facility and provide new amenities for students. The project budget is $55 million. The University and an international food services and facilities management company have entered into an agreement that includes contractual payments totaling $38.5 million over 25 years in partial payment of the project. The University has received contractual payments under this agreement of approximately

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$14.6 million, and $14.7 million is scheduled to be received over the next 10 years. Additional smaller amounts are scheduled to be received after 10 years and through the end of the term of the agreement in 2042. The University is seeking up to $20 million in donations and sponsorships for this project. Proceeds of the Series 2017A Bonds and the Series 2017B Bonds of approximately $41 million are being used to bridge the period between the design and construction of this project and the collection of contractual payments and donations/sponsorships for it.

The University also intends to use approximately $25 million in proceeds from the Series 2017A Bonds and the Series 2017B Bonds for a number of smaller projects, including (i) renovation of Gibson Hall, the primary administration building on St. Charles Avenue on the uptown campus, (ii) renovation and expansion of Mussafer Hall on the uptown campus, (iii) renovation of various housing and residence life facilities, (iv) the construction and equipping of two campus police stations (one uptown, one downtown), (v) renovation of a Primate Center building, and (vi) the acquisition and installation of academic and administrative data processing systems and infrastructure.

Faculty and Staff

Tulane has a significant economic impact on the City of New Orleans and the surrounding area. With approximately 9,250 full-time and part-time employees (including approximately 4,177 students), Tulane is the largest private employer in the City of New Orleans.

The following table sets forth full-time faculty and staff employment (excluding students) at the University for each of the periods shown:

Faculty and Staff Employment

Percentage of Total Full- Full-Time Full-Time Full-Time Time Faculty Non-Medical Medical Full-Time Faculty with Academic Year & Staff Faculty Faculty Staff Tenure 2012-13 4,168 647 507 3,014 51% 2013-14 4,469 783 622 3,064 44 2014-15 4,438 802 620 3,016 43 2015-16 4,480 831 631 3,018 49 2016-17 4,474 836 644 2,994 51 ______

Full-time faculty and staff have average employment longevity of approximately 12.3 years and 8.2 years, respectively.

Student Applications, Acceptances and Enrollments

Student quality remains very high as reflected by entering SAT scores and improvement in the undergraduate matriculation rate from 20.2% for Fall 2013 to 25.1% for Fall 2017. The student body continues to diversify with approximately 88% of the full-time entering undergraduate class in Fall 2017 coming from outside Louisiana. The University continues to make investments in the quality of instruction, student services, library services and auxiliary enterprises in order to support the continuation of student interest and overall academic excellence.

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The following table sets forth student enrollments at the University for each of the academic periods shown:

Student Enrollments(1)(2)

Academic Full-Time Medical Medical Other Grad. Part-Time Year Undergraduate Students Residents & Prof.(3) Undergraduate Total 2013-14 6,487 778 462 3,870 1,865 13,462 2014-15 6,606 789 463 3,926 1,747 13,531 2015-16 6,752 782 466 3,862 1,587 13,449 2016-17 6,932 810 472 3,848 1,518 13,580 2017-18 7,207 798 490 3,879 1,228 13,602 ______(1) Based on Tulane Registrar’s Fall enrollments for the academic years 2013-17. (2) Excludes summer session students. (3) Includes part-time graduate students which totaled 563, 633, 723, 847 and 791, respectively, for the five years ended June 30, 2017.

The University’s enrollment has been relatively steady with moderate growth in full-time undergraduates offset by a decline in part-time undergraduates. A priority for the University is managing and improving retention. The retention rate for first year students from 2014 to 2017 was approximately 92%.

The following table sets forth the geographic distribution of Tulane students for each of the academic periods shown:

Percentage Geographic Distribution of Tulane Students(1)(2)

Academic South South Other/ Year Louisiana Midwest Northeast Atlantic Central West International 2013-14 24.0% 9.5% 20.6% 12.3% 11.7% 11.4% 10.6% 2014-15 23.5 9.2 21.5 11.9 11.4 11.8 10.8 2015-16 22.2 9.2 22.0 11.9 10.8 12.7 11.2 2016-17 22.0 8.9 22.8 11.4 10.8 12.5 11.6 2017-18 21.1 9.4 22.7 11.8 10.7 12.3 11.8 ______(1) Includes all undergraduate, graduate, and professional students. (2) Totals may not equal 100% due to rounding.

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The following table shows the number of applications, acceptances and enrollments at the University during the academic years indicated:

Applications, Acceptances and Enrollments

2013-14 2014-15 2015-16 2016-17 2017-18 Undergraduate(1) Applied 30,122 28,901 26,257 31,992 35,621 Accepted 7,961 8,081 8,008 8,158 7,591 Enrolled 1,609 1,647 1,719 1,855 1,905

% Accepted 26.4 28.0 30.5 25.5 21.3 % Enrolled 20.2 20.4 21.5 22.7 25.1

Average SAT(2) 1,391 1,401 1,420 1,433 1,449 Percentage of freshmen in the top 10% of their graduating high school classes(3) 58% 56% 55% 60% 53%

Graduate(4) Applied 6,291 5,861 5,009 5,091 6,400 Accepted 3,280 3,620 3,214 3,525 3,752 Enrolled 1,275 1,311 1,365 1,239 1,335

% Accepted 52.1 61.8 69.2 69.2 58.6 % Enrolled 38.9 36.2 42.5 35.2 35.6

Other Graduate (Medicine and Public Health)(5) Applied 11,679 11,000 11,484 11,738 11,335 Accepted 1,310 1,222 1,384 1,360 1,412 Enrolled 488 472 477 467 444

% Accepted 11.2 11.1 12.1 11.6 12.5 % Enrolled 37.3 38.6 34.5 34.3 31.4 ______(1) Includes only entering freshmen for the Fall enrollment (the University no longer admits freshmen to the School of Professional Advancement). (2) All years adjusted to maximum score of 1,600. (3) Based on the number of students reporting class rank. (4) Includes Graduate Schools of Business, Social Work, Law, Liberal Arts, and Science and Engineering. (5) Includes the School of Medicine and the School of Public Health and Tropical Medicine. Does not include medical residents.

For the 2016-17 academic year, the University began accepting the common application for undergraduate admission, leading to an increase in applications for undergraduate admission.

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Tuition and Fees

The following table sets forth annual tuition rates (including academic support fees) for full-time study for each of the Fiscal Years shown:

School of Public Health Under- School of School of and Tropical Graduate Fiscal Year graduate Medicine Business Medicine Law School School 2013-14 $45,750 $54,850 $46,800 $20,052 $45,750 $45,750 2014-15 47,126 56,126 47,040 21,726 47,276 47,126 2015-16 48,457 57,458 48,750 22,735 49,950 48,457 2016-17 49,830 59,100 49,140 23,364 51,374 49,830 2017-18 51,721 60,328 50,250 24,408 53,418 51,720

During such Fiscal Years, undergraduate tuition rates have increased in a range from a high of 3.8% in Fiscal Year 2018 to a low of 2.8% in Fiscal Year 2016. Tuition at the graduate and professional schools has increased by similar rates. The composite institutional discount rates, as reflected on the University’s financial statements for Fiscal Years 2013, 2014, 2015, 2016, and 2017 were 32.2%, 30.9%, 31.5%, 31.7% and 32.5% respectively. Undergraduate discount rates for such Fiscal Years were in the range of 40% to 45%.

The Board has approved a 3.8% undergraduate tuition increase for Fiscal Year 2019.

The following table sets forth the total annual room and board rates for each of the Fiscal Years shown:

Room and Board Rates

Graduates & Other Fiscal Year Undergraduate Room(1) Prof. Room(2) Board 2013-14 $6,608 – $ 8,694 $7,526 – 14,832 $5,150 2014-15 7,206 – 9,130 7,902 – 15,660 5,350 2015-16 7,567 – 9,624 8,297 – 16,443 5,620 2016-17 7,945 – 11,600 8,546 – 16,548 5,898 2017-18 8,340 – 11 600 8,546 – 16,548 6,200 ______(1) Includes single and double occupancy rooms/apartments. (2) Includes studio to one-bedroom furnished units for academic years 2013 through 2017.

Undergraduate room rates (standard double) and board rates have increased at annualized average rates of approximately 5.3% and 4.6%, respectively, for the five Fiscal Years ending June 30, 2018. Tulane’s undergraduate housing complex was at approximately 99.9% occupancy for the Fall 2017 semester. All full-time freshmen and sophomore students are required to live on campus, except students who are residents of New Orleans and commute to Tulane.

Financial Aid

The following table sets forth assistance to students through certain federal and State programs, based on Fall semester data, for each of the Fiscal Years shown:

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Financial Aid from Federal and State Sources (in thousands of dollars)

Federal Supplemental Federal Federal Federal Educational Federal Louisiana Direct Direct Fiscal Perkins Work Opportunity Pell State Student Parent Year Loan(1) Study(2) Grants Grants Grants Loans Loans Total 2012-13 $6,197 $1,233 $618 $5,344 $3,270 $116,274 $8,833 $141,769 2013-14 6,486 1,446 649 5,202 3,378 110,723 9,181 137,065 2014-15 6,012 904 1,030 4,931 3,725 107,555 8,326 132,483 2015-16 8,566 920 1,283 4,681 3,649 99,046 8,805 126,950 2016-17 7,173 1,010 1,242 4,305 3,105 102,383 8,873 128,091 ______(1) Under the campus based Perkins Loan Program, the federal government generally contributed 75% of the new loan capital and Tulane contributed 25%. In addition, Tulane may lend money from repayment of previous loans. Contributions of new loan capital from the federal government for the years shown are $0. No funds were requested or received for the referenced Fiscal Years. The Perkins Loan Program ended on October 1, 2017. At this time, no further new loans can be made. (2) Tulane pays 25% of students’ wages under the College Work Study Program.

For the entering freshmen class in Fall 2017, 78% of the students received a scholarship and grant package, averaging approximately $32,000 per student, with individual awards ranging from $500 to $76,000. Approximately 56% of freshmen financial aid packages included student loans, averaging $7,500 per student, and 17% included student employment assistance. Total financial aid packages, which include loans and student employment in addition to scholarships and grants, averaged approximately $36,000 per student and covered 83% of the freshman class for the 2017-2018 academic year. For the entering freshmen class from Louisiana in Fall 2017, all eligible students received an annual maximum tuition scholarship of $5,718 from the Louisiana TOPS program. This program may not be available at current levels in future years. See also “Schedule of Revenues, Expenses, and Changes in Net Assets” below for additional information about institutional scholarships and financial aid.

Sponsored Research Activities and Programs

The University is member of the Association of American Universities, an association of 62 leading public and private research universities in the United States and Canada. The University also holds the highest classification from the Carnegie Foundation for doctorate-granting research institutions.

Sponsored research activities at Tulane include grants and contracts awarded by federal, state and local government agencies, private foundations and corporate sponsors that totaled approximately $132.3 million for Fiscal Year 2017, and averaged approximately $136.7 million annually for the five Fiscal Years ended June 30, 2017. Significant federal sponsors of research awards in Fiscal Year 2017 included NIH ($77.3 million), Centers for Disease Control and Prevention ($1.2 million), National Science Foundation ($6.6 million), U.S. Agency for International Development ($2.9 million), and the Department of Defense ($4.0 million). Significant private sponsors of research in Fiscal Year 2017 included the Bill and Melinda Gates Foundation ($7.6 million), Gulf of Mexico Research Initiative ($1.2 million) and commercial sponsors of clinical trials and other studies.

Major research programs at Tulane include University-wide interdisciplinary research centers such as Tulane Cancer Center, Tulane Hypertension/Renal Center of Excellence, Center for Aging, Center for Stem Cell Biology and Regenerative Medicine, Tulane Brain Institute, and Tulane/Xavier Center for Bioenvironmental Research. The leading academic units for sponsored research include the School of Medicine, School of Public Health and Tropical Medicine, School of Science and Engineering and the Primate Center.

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Summary of Assets, Liabilities and Net Assets; Revenues, Expenses and Changes in Net Assets, and Cash Flows

The financial condition of the University is presented in the audited Statement of Financial Position as of June 30, 2017, and the related Statements of Activities and Cash Flows for the year then ended. See “Financial Statements of Tulane” in Appendix B to this Official Statement.

Set forth in the tables below for the Fiscal Years ended June 30, 2013, 2014, 2015, 2016 and 2017 are summaries of (1) the assets, liabilities and net assets of the University; (2) the revenues, expenses, and changes in net assets of the University; and (3) the cash flows of the University. The information in the following tables was derived from the audited financial statements of the University.

Schedule of Assets, Liabilities and Net Assets As of June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

2013 2014 2015 2016 2017 ASSETS: Cash and cash equivalents $34,360 $43,055 $15,259 $22,571 $31,298 Deposits in trust (Note 1) 119,907 51,099 28,997 22,019 46,571 Accounts and other receivables, net 71,712 69,045 66,682 66,659 61,646 Contributions receivable, net 56,813 71,708 79,689 80,229 87,243 Loans receivable, net 41,034 41,629 40,730 42,305 42,488 Investments 1,056,039 1,198,363 1,252,537 1,201,498 1,325,682 Prepaid expenses and other assets 20,287 18,873 18,080 9,270 9,403 Property, plant and equipment, net 780,851 864,560 885,547 884,643 914,511 TOTAL ASSETS $2,181,003 $2,358,332 $2,387,521 $2,329,194 $2,518,842

LIABILITIES AND NET ASSETS: Liabilities: Accounts payable and accrued liabilities $108,141 $120,186 $98,626 $105,721 $90,791 Deferred revenue and refundable deposits (Note 3) 59,671 60,974 649,06 62,764 76,695 Notes payable and lines (Note 2) 92,391 99,687 111,715 128,528 30,058 Bonds payable (Note 1) 598,150 593,193 585,203 568,284 694,174 Federal student loan funds 41,410 42,277 43,030 43,797 44,444 Total liabilities 899,763 916,317 903,480 909,094 936,162

Net Assets: Unrestricted 120,392 113,034 $108,661 77,641 98,350 Unrestricted, funds functioning as endowment 83,803 89,815 92,193 86,423 119,670 Total unrestricted 204,195 202,849 200,854 164,064 218,020 Temporarily restricted 541,591 684,052 699,612 656,809 737,287 Permanently restricted 535,454 555,114 583,572 599,227 627,373 Total net assets 1,281,240 1,442,015 1,484,041 1,420,100 1,582,680 TOTAL LIABILITIES AND NET ASSETS $2,181,003 $2,358,332 $2,387,521 $2,329,194 $2,518,842 ______(1) The University issued the Series 2016A Bonds and Series 2016B Bonds to finance the addition to the A.B. Freeman School of Business and certain other capital projects. (footnotes continued on next page)

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(2) The University borrowed $72.4 million, $65.0 million, $80.7 million, $98.0 million and $0.0 under short-term credit lines at June 30, 2013, 2014, 2015, 2016 and 2017, respectively. (3) Approximately $22.1 million, $20.4 million, $21.4 million, $14.2 million and $12.6 million in Federal Emergency Management Agency advances and payments were deferred at June 30, 2013, 2014, 2015, 2016 and 2017, respectively.

Schedule of Revenues, Expenses, and Changes in Net Assets Fiscal Years Ended June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

2013 2014 2015 2016 2017 UNRESTRICTED REVENUES: Tuition and Fees $450,246 $467,476 $484,425 $506,637 $525,133 Less Institutional Scholarships (145,066) (144,614) (152,791) (160,548) (170,759) Tuition and fees, net 305,180 322,862 331,634 346,089 354,374 Government grants, contracts 141,894 136,543 126,404 123,256 124,542 Private gifts, grants, contracts 45,033 42,618 43,899 41,361 41,811 Medical group practice, labs, clinics and related revenues 112,152 128,246 137,780 145,922 156,937 Affiliated hospital revenues 37,485 38,190 38,969 39,492 39,305 Endowment income 8,685 9,115 9,231 15,179 11,403 Investment income and gains 4,412 3,388 2,746 2,488 3,907 Recovery of indirect costs 31,883 30,650 28,675 30,755 33,477 Auxiliary enterprises 51,592 53,287 55,360 60,459 63,925 Other 39,538 37,403 40,820 37,708 43,410 Net assets released from restrictions 52,425 52,318 50,306 52,690 62,970 Total unrestricted revenues 830,279 854,620 865,824 895,399 936,061

UNRESTRICTED EXPENSES: Instruction and academic support 283,738 295,255 296,387 313,979 315,390 Affiliated hospital agreements 30,393 29,808 31,496 30,103 31,835 Organized research 143,754 135,758 135,388 138,215 148,987 Public service 20,007 19,711 22,061 23,583 25,719 Libraries 25,420 26,768 24,921 25,789 25,051 Student services 66,132 70,943 77,726 79,603 82,875 Institutional support 91,700 98,167 102,217 109,912 104,559 Scholarships and fellowships 11,916 12,877 14,857 15,435 16,346 Auxiliary enterprises 64,262 67,586 67,413 70,862 65,518 Medical group practice 84,496 89,046 91,445 95,168 103,952 Other 9,520 8,421 7,020 6,805 5,184 Total unrestricted expenses 831,338 854,340 870,931 909,454 925,416

Change in net assets from operating activities ($1,059) $280 ($5,107) ($14,055) $10,645

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Schedule of Revenues, Expenses, and Changes in Net Assets (continued) Fiscal Years Ended June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

2013 2014 2015 2016 2017 Other changes in unrestricted net assets Net realized and unrealized investment gains $1,297 $8,929 $5,835 $3,581 $38,391 Net unrealized gains (losses) on interest rate swaps 4,575 2,634 3,332 (15,657) 11,761 Early extinguishment of debt (5,911) – – – (1,060) Accumulated gains for spending (2,684) (2,917) (3,457) (9,664) (5,144) Transfers between groups (1,529) (10,272) (2,598) (995) (637) Total other changes in net assets - unrestricted (4,252) (1,626) 3,112 (22,735) 43,311 Total changes in unrestricted net assets (5,311) (1,346) (1,995) (36,790) 53,956 Beginning unrestricted net assets 209,506 204,195 202,849 200,854 164,064 Ending unrestricted net assets $204,195 $202,849 $200,854 $164,064 $218,020

Changes in temporarily restricted net assets Private gifts and grants $13,967 $33,386 $20,903 $26,987 $31,591 Endowment income 31,811 33,186 35,287 38,438 39,386 Investment income and gains, net 982 1,462 2,130 1,449 1,033 Net assets released from restrictions (52,425) (52,318) (50,306) (52,690) (62,970) Other expenses (3,858) (2,453) (1,679) – (4,880) Net realized and unrealized investments gains (losses) 100,543 150,774 47,416 (12,083) 124,908 Accumulated gains for spending (30,288) (34,635) (39,547) (44,880) (48,393) Transfers between groups (399) 13,059 1,356 (24) (197) Total changes in temporarily restricted net assets 60,333 142,461 15,560 (42,803) 80,478

Beginning balances in temporarily Restricted net assets 481,258 541,591 684,052 699,612 656,809 Ending balances in temporarily Restricted net assets $541,591 $684,052 $699,612 $656,809 $737,287

Changes in permanently restricted net assets Private gifts and grants $13,740 $25,020 $28,749 $15,078 $27,312 All other 985 (5,360) (282) 574 834 Total changes in permanently restricted net assets 14,725 19,660 28,461 15,652 28,146 Beginning balances in permanently restricted net assets 520,729 535,454 555,114 583,575 599,227 Ending balances in permanently restricted net assets $535,454 $555,114 $583,575 $599,227 $627,373

Total changes in net assets 69,747 160,775 42,026 (63,941) 162,580 Total beginning balances 1,211,493 1,281,240 1,442,015 1,484,041 1,420,100 Total ending balances $1,281,240 $1,442,015 $1,484,041 $1,420,100 $1,582,680

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Schedule of Summarized Cash Flows Fiscal Years Ended June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

5-year 2013 2014 2015 2016 2017 total Net cash (used by) provided by operating activities $8,371 $10,020 $(22,239) $(39,815) $7,129 $(36,534) Net cash (used for) provided by investing activities (159,722) (16,866) (35,358) 17,339 (42,752) (237,359) Net cash provided by financing activities 174,724 15,541 29,801 29,788 44,350 294,204 Net Increase (decrease) in cash and cash equivalents 23,373 8,695 (27,796) 7,312 8,727 20,311 Cash and cash equivalents for the beginning of the year 10,987 34,360 43,055 15,259 22,571 10,987 Cash and cash equivalents at the end of the year $34,360 $43,055 $15,259 $22,571 $31,298 $31,298

Management’s Discussion and Analysis

Overview of changes in Unrestricted Net Assets from Operating Activities

Operating results for the Fiscal Year ended June 30, 2015 declined from operating income of $280,000 in Fiscal Year 2014 to an operating loss of $5.1 million in Fiscal Year 2015. During Fiscal Year 2015, the University expended approximately $4.0 million on professional consulting fees to support strategic initiatives. Indirect cost recoveries declined by approximately $2.0 million because of the decline in research spending sponsored by the federal government. Consistent with the national trend, the University experienced declining enrollment in the Law School. The University has responded to this decline in enrollment by extending more financial aid to students enrolling in the Law School. Finally, spending in connection with the first year of operating the new Yulman Stadium was higher than anticipated, while revenues collected were somewhat lower than anticipated.

Operating results for the Fiscal Year ended June 30, 2016 declined by $8.9 million for an operating loss of $14.1 million. Gross tuition increased by $22.2 million, or 4.6%, on composite rate increases of approximately 2.8% and volume increases of approximately 1.8%. Net tuition increased by $14.5 million, or 4.4%, indicating slightly higher discounting in Fiscal Year 2016 compared to Fiscal Year 2015. Unrestricted endowment income increased by $5.9 million primarily because of an additional one-time endowment distribution of $5.8 million. Indirect cost recoveries were higher in Fiscal Year 2016 by approximately $2.1 million when compared to Fiscal Year 2015. Operating expenses in Fiscal Year 2016 totaled $909.5 million, compared to $870.9 million in Fiscal Year 2015, an increase of $38.6 million, or 4.4%. This total includes approximately $6.6 million, or 0.8%, in Voluntary Separation Plan expenses. Student services expenses increased by $1.9 million, or 2.4%, primarily because of higher costs in intercollegiate athletics. Instruction increased by $17.6 million, or 5.9%, in Fiscal Year 2016 compared to Fiscal Year 2015.

Operating results for the Fiscal Year ended June 30, 2017 increased by $24.7 million from an operating loss of $14.1 million in Fiscal Year 2016 to operating income of $10.6 million in Fiscal Year 2017. Revenues increased from $895.4 million to $936.1 million, or 4.5%. Net tuition increased modestly by $8.3 million, due in part to higher tuition rates and a larger first year class and better retention but offset by higher discounting and lower graduate level enrollments. Expenses grew by $15.9 million, or 1.7%, from a Fiscal Year 2016 total of $909.5 million to a Fiscal Year 2017 total of $925.4 million. Total payroll expenses grew by $11.5 million, or 2.7%, from a Fiscal Year 2016 total of $419.8 million to a Fiscal Year 2017 total of $431.4 million. Nearly all the payroll increase occurred in the School of Medicine medical group practice or on sponsored accounts where direct funding was available. Payroll increases on overhead unit accounts and unsponsored academic units were less than 1%. Interest expense was flat and depreciation expense was lower by approximately $5.5 million for Fiscal Year 2017 compared to Fiscal Year 2016.

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Discussion of Selected Revenue Categories

Reclassification of certain amounts have been made between captions in the Fiscal Years ended June 30, 2013, 2014, 2015 and 2016 to conform with the groupings made for financial presentation in Fiscal Year 2017. The revenue captions that were reclassified include Disaster recoveries, Medical group practice, Auxiliary enterprises and Other revenues. Amounts previously reported may be different because of these reclassifications.

Net tuition and fees grew steadily during the five Fiscal Years ended June 30, 2017, with increases of 8.2% 5.8%, 2.7%, 4.4% and 2.3%, respectively. In Fiscal Year 2017, net tuition increased by $8.3 million.

Government grants and contracts revenues were $141.8 million in Fiscal Year 2013, decreasing to $124.5 million by Fiscal Year 2017. NIH appropriations peaked in Fiscal Year 2011 and funding for research has declined since Fiscal Year 2012, affecting most of Tulane’s research units, including the School of Medicine, the School of Public Health and Tropical Medicine, and the Primate Center. Fiscal Year 2011 included the American Recovery and Reinvestment Act (“ARRA”) research funding of approximately $13.0 million. This funding concluded by Fiscal Year 2014. Fiscal Years 2015, 2016 and 2017 also included Federal Emergency Management Agency (“FEMA”) remediation grants of approximately $13.5 million, $6.0 million and $4.5 million, respectively. Non- ARRA/FEMA federal and state funding was approximately $143.0 million in Fiscal Year 2011, and declined to $118.6 million by Fiscal Year 2016. Indirect cost recoveries peaked in Fiscal Year 2013 at $31.9 million, and declined to $28.7 million by Fiscal Year 2015. By Fiscal Year 2017, such indirect recoveries had increased to $33.5 million. New research awards in Fiscal Year 2017 were lower than in Fiscal Year 2016, but are within the range of awards in the last several years.

Medical group practice, labs, clinics and related revenues increased from approximately $112.2 million in Fiscal Year 2013 to approximately $156.9 million in Fiscal Year 2017. The increase is partially a result of transferring certain hospital-based physician specialists from the Joint Venture Company to the School of Medicine. Previously, these revenues and related expenses were recorded by the Medical Center, which is owned by the Joint Venture Company. Other programs such as psychiatry and orthopedics have also grown rapidly. In addition, revenues associated with a specialty treatment center are reflected in this caption and such revenues have grown from $11.6 million in Fiscal Year 2013 to $16.5 million in Fiscal Year 2017. Revenues in this caption also fund expenses that are classified as instruction and public service.

Net assets released from restrictions increased from approximately $52.4 million in Fiscal Year 2013 to $63.0 million in Fiscal Year 2017. Endowment transfers into unrestricted net assets status were approximately $32.9 million, $34.2 million, $33.3 million, $35.4 million and $39.6 million, respectively, for the five Fiscal Years ended June 30, 2017. Capital gifts are released from restrictions when the status of underlying projects supports reclassification of amounts previously gifted and initially recorded as temporarily restricted. Such gifts reclassified to unrestricted status for the five Fiscal Years ended June 30, 2017 were $11.3 million, $9.8 million, $9.1 million, $7.0 million and $7.0 million, respectively. Other gifts and restricted program revenues that supported operations were $8.2 million, $8.3 million, $7.9 million, 10.3 million and $16.4 million, respectively, for the five Fiscal Years ended June 30, 2017. Beginning in Fiscal Year 2013, the University began using gifts previously deferred to finance the construction of Yulman Stadium. The higher level of capital-related transfers from Fiscal Year 2013 to Fiscal Year 2015 is partially the result of reclassification of stadium support gifts to unrestricted status.

Discussion of Selected Expense Categories

Reclassification of certain amounts have been made between captions in the Fiscal Years ended June 30, 2013, 2014, 2015 and 2016 to conform with the groupings made for financial presentation in Fiscal Year 2017. The expense captions that were reclassified include Auxiliary expenses, Student services and Other expenses. Amounts previously reported are different because of these reclassifications.

Instruction and academic support expenses have generally grown in tandem with increases in enrollment and tuition from Fiscal Year 2013 through Fiscal Year 2017. In Fiscal Year 2016 the total increased to $314.0 million, or by $17.6 million (5.9%), before stabilizing again in Fiscal Year 2017 at $315.4 million. The increase in Fiscal Year 2016 compared to Fiscal Year 2015 was primarily due to an increase in student enrollment, revision of the allocation of interest expense, and an increase in merit compensation and higher fringe benefits.

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Organized research expenses declined generally in tandem with the decline in government grants and contracts from a total of $143.8 million in Fiscal Year 2013 to totals of $135.8 million, $135.4 million and $138.2 million, respectively, in the three Fiscal Years ended June 30, 2016. By Fiscal Year 2017, the total had increased to $149.0 million based on modestly higher federal research, higher private research and higher institutionally funded research. The increase from Fiscal Year 2016 to Fiscal Year 2017 was $10.8 million. This increase was due primarily to an increase at the Primate Center of approximately $5.3 million and increased research in health sciences at the downtown campus of approximately $2.9 million.

Public service expenditures increased from $20.0 million in Fiscal Year 2013 to $25.7 million in Fiscal Year 2017, an increase of $5.7 million. The growth is due to increases in services rendered under a specialty treatment clinic operation.

Institutional support, which includes expenses for administration, legal, finance, risk management, development and information systems, among other things, increased from a total of $91.7 million in Fiscal Year 2013 to $109.9 million in Fiscal Year 2016, an increase of $18.2 million, or 19.8%. During this period, the University began making significant investments in development and fundraising and in information technology. In Fiscal Year 2016, Voluntary separation plan expenses of approximately $6.6 million were incurred and recorded under this category. Expenses in the Voluntary Separation Plan declined to $3.5 million for Fiscal Year 2017. The total for Fiscal Year 2017 decreased from $109.9 million in Fiscal Year 2016 to $104.6 million in Fiscal Year 2017 because of lower expenses related to the Voluntary Separation Plan and lower consulting costs.

Student services increased by $1.9 million, or 2.4%, from $77.7 million in Fiscal Year 2015 to $79.6 million in Fiscal Year 2016. The University incurred significant costs associated with revamping its athletics program to include a new athletics director and new coaches in most major men’s sports. Costs in athletics increased in connection with moving to a new conference in Fiscal Year 2015. The total increased to $82.9 million in Fiscal Year 2017, reflecting higher athletics, admissions, and student health center costs.

Auxiliary enterprises expenses generally increased at rates roughly in tandem with increases in auxiliary revenues for the four Fiscal Years ended June 30, 2016. In Fiscal Year 2017, expenses decreased by approximately $5.3 million compared to Fiscal Year 2016. Most of this decrease was due to lower depreciation expense.

Medical group practice expenses increased from approximately $84.5 million in Fiscal Year 2013 to approximately $104.0 million in Fiscal Year 2017, an increase of $19.5 million, or 23.1%. This increase is partially the result of adding approximately 40 hospital-based specialists to the faculty at the School of Medicine. Previously, these costs were borne by the Medical Center. Other programs, such as psychiatry and orthopedics, have also grown rapidly.

Discussion of Selected Allocated Expense Categories

Certain expenses are required to be allocated to functional expense categories, including depreciation, operations and maintenance and interest expenses. Similarly, fringe benefits follow salaries by salary pool into the various expense categories.

Plant operating expenses, including maintenance personnel, public safety personnel, supplies, insurance, utilities and custodial expenses, increased from approximately $55.5 million in Fiscal Year 2013 to $59.6 million in Fiscal Year 2017, an increase of $4.1 million, or 7.4%, over the Fiscal Years shown. About half of the increase resulted from increased spending in public safety. The increase from $56.7 million in Fiscal Year 2016 to $59.6 million in Fiscal Year 2017 was due to higher fringe benefit costs, higher occupancy costs, and higher public safety costs.

Discussion of Cash Flows

Total changes in net assets for the five Fiscal Years ended June 30, 2017 were $69.8 million, $160.8 million, $42.0 million, $(63.9) million and $162.6 million, respectively, or a total of $371.3 million. These values are adjusted annually to exclude non-cash items, investment related items, contributions restricted for permanent

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investment, gifts and grants that fund capital projects, and changes in working capital. These adjustments are shown in the following table (in millions).

2013 2014 2015 2016 2017 Total

All changes in net assets $69.8 $160.8 $42.0 $(63.9) $162.6 $371.3 Depreciation and asset retirements 53.2 52.6 52.9 49.9 50.2 263.7 Other non-cash adjustments (1.1) (5.1) (6.2) 15.6 (11.0) (7.8) Net realized & unrealized investment (gains) losses (101.8) (159.7) (53.3) 8.5 (163.3) (469.6) Insurance & FEMA recoveries reclassified to the investing category as inflows (2.1) (5.2) (14.8) (4.8) (3.7) (30.6) Gifts and grants reclassified to investing category as inflows (18.9) (19.1) (12.7) (17.8) (16.7) (85.2) Contributions restricted to permanent investment reclassified to the financing category as inflows (14.7) (19.7) (28.5) (15.7) (28.1) (106.7) Working capital and other 24.0 5.4 (1.6) (16.8) 17.4 28.4 Total cash flows, net from operating activities $8.4 $10.0 ($22.2) ($39.8) $7.1 ($36.5)

Cash flows from operations improved to $7.1 million in 2017 compared to ($39.8) for 2016 primarily due to improved operating results and to working capital improvements of $34.2 million.

Liquidity

The University has $150 million in lines of credit with four banks to meet short-term seasonal cash requirements. The lines expire as follows: $50 million on December 15, 2017; $20 million on March 24, 2018; $40 million on May 18, 2018; and $40 million on May 30, 2018. Principal is payable on demand. Interest rates applicable to these lines are based on several defined indices.

The University had increased its utilization of short-term credit lines through the Fiscal Year ended June 30, 2016 when the balance on the credit lines was $98.0 million. The University used $75 million in proceeds from the Series 2017B Bonds to pay down such short-term credit lines. By June 30, 2017, the balance on these short-term credit lines was zero. It is expected that the University will retain access to existing short-term credit lines and use them as needed to meet short-term liquidity requirements such as those that may occur in late summer before Fall tuition is collected. Historically, balances on these short-term credit lines have fluctuated widely during annual periods based on University billing cycles for the Fall and Spring semesters. During the Summer and Fall of 2017, the University did not use these short-term credit lines.

Strategic Operating Initiatives

In 2014, Tulane engaged a nationally recognized consulting firm in higher education and healthcare to conduct a review of Tulane’s financial results in order to better understand Tulane’s cash flows. The same consulting firm was then engaged to conduct an operational review and identify opportunities for improvement in Tulane’s operating performance. This review resulted in recommendations to improve the University’s results of operations and cash flows.

The recommendations included revisions to central procurement practices, the Voluntary Separation Plan, changing commercial insurance to self-insurance for employee health benefits, cancellation of an energy services contract, termination of certain third-party child care services, improvements to billing for student insurance, increased utilization of residence halls, improvements to enrollment strategy and capacity, and revisions of certain workforce benefit policies. Various actions are underway to implement these initiatives:

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• In Spring 2017, consulting engagements were completed to centralize Tulane’s “procurement to payment” practices and travel management practices. Software was installed, personnel hired, and new policies and procedures developed. While it may take several years to bring the savings to full fruition, the University expects to begin realizing benefits in the current Fiscal Year. The University experienced a decrease in supply expenses on unrestricted accounts of approximately $2 million in Fiscal Year 2017.

• The University purchased certain energy equipment and conservation measures from a third-party owner. The purchase price was $12.4 million and was financed with proceeds of the Series 2016A Bonds and Series 2016B Bonds. The ownership of this equipment and conservation measures are expected to save approximately $1.0 million annually over the next five years.

• A new contract with the third-party service provider for child care services reduced the University’s subsidy by 50%, or approximately $200,000 annually.

• The Voluntary Separation Plan resulted in net expenses of approximately $3.5 million in the Fiscal Year ended June 30, 2017. The Voluntary Separation Plan was completed in Fiscal Year 2017 and annual cost reductions of up to $4.0 million are expected.

• Operations related to residence halls have resulted in improved utilization in Fiscal Year 2017 and the current Fiscal Year with occupancy levels improving to 97.0% and 99.9%, respectively.

• Enrollment strategy issues are a priority for the University and its new Vice President for Enrollment Management. Freshman enrollments have increased from 1,647 in Fiscal Year 2015 to 1,905 by Fall 2018, an increase of 258 students, or 15.7%. The University plans to increase its summer activities in Fiscal Year 2019 and initiate a modest online presence in Spring 2018. University management and the school deans are devising plans to increase graduate level enrollments.

• The University decided to self-insure for employee health insurance beginning in January 2017. Results for the six-month period have been generally positive, with employee health benefit expenses for Fiscal Year 2017 approximately the same as Fiscal Year 2016, although an increase had been anticipated.

• Changes to employee benefit plans have been made by the University. Some savings are being realized now while others will take time to be realized.

As described above, the University continues to implement a number of initiatives designed to substantially improve operating efficiency and thereby improve operating results in the current and future Fiscal Years. The budget adopted by the University for the Fiscal Year ending on June 30, 2018 contemplates a $5.6 million surplus from operating activities.

Private Gifts and Grants

The following table sets forth total private gifts and grants (in thousands of dollars) to Tulane, and the asset categories for which they were received, for each of the Fiscal Years shown:

Fiscal Year Temporarily Permanently Ended Unrestricted Restricted Restricted Total 2013 $45,033 $13,967 $13,740 $72,740 2014 42,618 33,386 25,020 101,024 2015 43,899 20,903 28,743 93,545 2016 41,361 26,987 15,078 83,426 2017 41,811 31,591 27,312 100,714

Bequest intentions and conditional pledges are not recorded. These amounts do include private grants and contracts under which research and other services are performed.

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A number of donors have made pledges of future gifts to Tulane. Pledges receivable (in thousands of dollars) at June 30, 2015, 2016 and 2017, net of allowances for past due pledges and net present value discounts, benefit the following purposes:

2015 2016 2017 Endowment for departmental programs and activities $29,963 $24,632 $34,692 Departmental programs and activities 15,987 19,893 18,047 Capital purposes 33,739 35,704 34,504 Total $79,689 $80,229 $87,243

Summary of Tulane’s Last Capital Campaign and Status of Proposed Campaign

In 2008, the University successfully completed the largest fundraising campaign in its history, raising a total of $731 million in “Promise and Distinction: The Campaign for Tulane” and surpassing the stated $700 million campaign goal. The following year, in preparation for the planning phase of a $1 billion plus comprehensive campaign, the Board of Tulane approved significant incremental investments in the University’s Advancement functions including staffing increases, and infrastructure/ technology improvements. These investments led to sustained annual growth in the University’s fundraising, including recognition by the Council for the Advancement and Support of Education (“CASE”) in 2014 for overall improvement in fundraising.

In 2016, Yvette Jones, Executive Vice President for University Relations and Development, announced her retirement after leading the University’s development function for approximately 15 years (of a 40-year Tulane career). In November 2016, Virginia Wise was named Senior Vice President for Advancement, bringing 27 years of development and leadership experience to the role.

In January 2017, management of the University reorganized the Advancement organization, with the goals of (1) strengthening the University’s ability to launch and support an effective campaign; (2) supporting the President in his role as Tulane’s fundraiser-in-chief for the campaign; and (3) expanding regional fundraising to uncover new prospects, effectively cultivate existing prospects, and position the fundraising team for overall professional success.

The University ended Fiscal Year 2017 with its best fundraising year to date, raising approximately $126 million by June 30, 2017, including bequest intentions (measured based on CASE standards). The number of donors increased, gifts from individual donors increased by 14%, and unrestricted cash giving increased. As of June 30, 2017, the University had raised approximately $773.2 million (measured by CASE standards) towards the campaign goal.

The University is engaged in extensive and comprehensive planning processes with key stakeholders to identify strategic campaign priorities, define its unique strengths, and create a compelling story to engage donors to support its ambitious fundraising goals. The public phase of the campaign will be named and officially launched with approval by the Board, which is expected on December 8, 2017.

Endowment Summary

The University’s total endowment is comprised of three components: Pooled Endowment, Eminent Scholars, and Separately Invested. The Endowment Management Committee of the Board oversees the externally managed investments of the Pooled Endowment and Eminent Scholars; the Separately Invested is mainly donor directed. Currently, there is a diversified group of investment managers (including limited partnerships) that are charged with managing Tulane’s Pooled and Eminent Scholars endowments.

The following table sets forth the market value of the total endowment (in thousands of dollars) for each of the five Fiscal Years shown. Gift annuities and life income funds, interests in trusts held by others, and pending transfers are excluded in the total endowment figure in this table. University owned real estate is included in the pooled endowment figure in this table.

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Endowment Market Value

As of June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 Pooled Endowment $735,745 $834,045 $874,224 $838,920 $949,773 Eminent Scholars 158,591 180,812 188,088 178,648 200,776 Separately Invested 133,324 147,620 136,788 133,329 137,825 Total Endowment $1,027,660 $1,162,477 $1,199,100 $1,150,897 $1,288,374

The Endowed Chair and Endowed Professorship programs under the Louisiana Board of Regents matching program are collectively known as the Eminent Scholars endowments. These endowments are 60% donor funded and 40% state matched. The investment of these assets is governed by the same Investment Policy Statement as the Pooled Endowment portfolio though certain refinements are made to satisfy specific program conditions. These conditions include greater reliance on publicly traded stocks and bonds and very limited use of hedge funds and private capital.

The table below shows composition, performance and change information. Gift annuities and life income funds, interests in trusts held by others, and pending transfers are included in the total endowment amounts shown in this table.

Total Investment Portfolio, Historical Market Values For the Fiscal Years Ended June 30, 2013, 2014, 2015, 2016 and 2017 (in thousands of dollars)

Market Values: 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 Pooled Endowment $703,306 $801,604 $841,803 $807,112 $917,965 Eminent Scholars 158,591 180,812 188,088 178,648 200,776 Separately Invested 133,324 147,620 136,788 133,329 137,825 University-Owned Real Estate 32,439 32,441 32,421 31,808 31,808 University Annuities, and LIT’s 20,153 21,447 21,364 20,416 17,026 Total Endowment $1,047,813 $1,183,924 $1,220,464 $1,171,313 $1,305,400

Performance: Pooled Endowment 12.1% 16.5% 6.9% -2.1% 15.7% Static Benchmark 9.4% 14.6% 4.0% -1.5% 11.6% S&P 500 20.6% 24.6% 7.4% 4.0% 17.9% Spending Policy + CPI 6.8% 7.2% 5.1% 6.1% 6.7%

Eminent Scholars 12.9% 16.1% 6.7% -1.5% 15.0% Static Benchmark 10.0% 15.0% 2.2% -.1% 11.1% S&P 500 20.6% 24.6% 7.4% 4.0% 17.9% Spending Policy + CPI 6.8% 7.2% 5.1% 6.1% 6.7%

Components: Beginning Market Value $960,972 $1,047,813 $1,183,924 $1,220,464 $1,171,313 Gifts and Other Additions (excluding Pledge Receivable) 17,862 20,868 26,067 27,175 29,842 Performance 107,996 156,965 53,554 (23,574) 160,747 Spending (Payout Formulas) (39,017) (41,722) (43,081) (52,752) (56,502) Ending Balance - Market Value $1,047,813 $1,183,924 $1,220,464 $1,171,313 $1,305,400

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Investment Policy and Allocation

The Investment Policy Statement for the Pooled Endowment is issued by the Endowment Management Committee of the Board. The primary return objective for the Pooled Endowment is to preserve and to enhance real purchasing power of endowment assets, net of costs, measured over rolling five-year periods. This objective translates to attaining an average real total return of the spending rate (currently 5.00% for Fiscal Years 2013 through 2017) plus inflation (as measured by the Consumer Price Index) measured over rolling five-year periods.

The targets and current allocations for the Pooled Endowment at June 30, 2017 were as follows:

Type of Target Current Investment Allocation Allocation Global Equity 35.0% 33.2% Private Equity 15.0 17.8 Marketable Alternatives 25.0 25.1 Real Assets 15.0 14.7 Core Fixed Income 9.0 7.1 Cash and equivalents 1.0 2.1 Total 100.0% 100.0%

Although the University’s endowment portfolio remains diversified by asset class and strategy, it is not immune to risks such as interest rate, equity market, and credit risks within both its marketable and non-marketable components.

Endowment Liquidity

The following table sets forth, as of June 30, 2017, the market value of the Pooled Endowment and the Eminent Scholars Pool, and the percentage of each that can be made available within a day, a month, a three-month period (quarterly), a year or a three-year period. The percentages are cumulative.

Endowment Liquidity (in millions of dollars) June 30, 2017

Market Value Daily Monthly Quarterly Annual 3-Years Pooled Endowment Fund $917.97 $101.95 $198.33 $424.20 $573.07 $631.85 Cumulative Liquidity 11.1% 21.6% 46.2% 62.4% 68.8%

Eminent Scholars Pool $200.78 $54.40 $83.91 $134.52 $170.30 $182.74 Cumulative Liquidity 27.1% 41.8% 67.0% 84.8% 91.0%

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Outstanding Indebtedness – Bonds Payable

As of October 1, 2017, the University had outstanding bonds payable in the aggregate principal amount of $677.2 million. The table below sets forth for each series of bonds the series designation, the final maturity, the interest rate and the amount outstanding as of October 1, 2017. All of the bonds are general unsecured obligations of the University. For bonds payable as of June 30, 2017, see footnote 11 to the University’s financial statements in Appendix B to this Official Statement.

Final Principal Maturity Interest Outstanding at Description (Note 6) Rate (%) 10/1/17 (000s) Department of Education Mortgage Bonds 2022 3.0 $420 Louisiana Public Facilities Authority 2007A-2 Refunding Revenue Bonds (Notes 1 and 2) 2036 Variable 39,580 Louisiana Public Facilities Authority 2007B Refunding Revenue Bonds 2032 4.55-4.65 25,055 The Administrators of the Tulane Educational Fund 2007C Taxable Refunding Bonds (Notes 1 and 3) 2036 Variable 91,355 Louisiana Public Facilities Authority 2009 Variable Rate Revenue Bonds (Note 4) 2041 2.33 29,235 Louisiana Public Facilities Authority 2010 Variable Rate Revenue Bonds (Note 5) 2042 2.33 28,850 Louisiana Public Facilities Authority 2012 Revenue Bonds 2019 2.15 7,325 Louisiana Public Facilities Authority 2013A Revenue Bonds 2023 2.25 27,005 Louisiana Public Facilities Authority 2013B Revenue Bonds 2040 4.00-5.00 65,670 The Administrators of the Tulane Educational Fund 2013C Taxable Refunding Bonds 2047 5.00 36,985 The Administrators of the Tulane Educational Fund 2013D Taxable Refunding Revenue Bonds 2048 5.25-5.434 60,575 Louisiana Public Facilities Authority 2016A Revenue Bonds 2046 2.00-5.00 173,295 Louisiana Public Facilities Authority Taxable Revenue and Refunding Bonds Series 2016B 2051 4.346 91,820 Total par value bonds outstanding at October 1, 2017 677,170 Bond premiums, net of discounts and costs of issuance at October 1, 2017 16,155 Total Bonds Payable at October 1, 2017 $693,325 ______

1. The University is the fixed-rate payer on interest rate swaps relating to these bonds that are designed to synthetically fix the LIBOR-based portion of the interest rate thereon. See “Hedging Agreements” below for additional information. 2. These bonds bear interest to maturity at a rate per annum, which resets quarterly, equal to 67% of three-month LIBOR plus 70 basis points. 3. These bonds bear interest to maturity at a rate per annum, which resets quarterly, equal to three-month LIBOR plus 30 basis points. 4. The interest rate on these bonds has been fixed at 2.33% per annum through the next scheduled mandatory put date of December 9, 2019. 5. The interest rate on these bonds has been fixed at 2.33% per annum through the next scheduled mandatory put date of March 25, 2020. 6. Final maturities are presented on a calendar year basis.

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Outstanding Indebtedness – Notes Payable

As of October 1, 2017 the University had outstanding notes payable in the aggregate principal amount of $29,843 million.

Principal Final Interest Outstanding Description Maturity Rate (%) (000s) Small Business Administration (“SBA”) Note 2036 4.00 $1,150 Bank note 2039 Variable 28,693 Total Notes Payable at October 1, 2017 $29,843

As reflected above, at October 1, 2017, notes payable includes a SBA note with an outstanding balance of $1.150 million due in installments through 2036 with an interest rate of 4.0%. This note is secured by a mortgage on one building on the downtown campus.

The unsecured bank note has an outstanding balance of $28.793 million with an interest rate at LIBOR + 1.85% due in installments through 2039. The bank note includes a put option at February 1, 2024 and every five years thereafter. Such option, if exercised, would require Tulane to prepay the note balance.

Hedging Agreements

The University has entered into interest rate swap agreements in order to fix variable interest rates on the Series 2007A-2 Bonds and the Series 2007C Bonds. The University is not required to post collateral under any of its outstanding swaps, and its outstanding swaps do not pose basis risk.

The combined values of the above agreements at June 30, 2017 and 2016 were approximately ($9.3) million and ($21.1) million, respectively, in favor of the swap providers, as reflected in the line item accounts payable and accrued liabilities on the “Schedule of Assets, Liabilities and Net Assets” under the caption “Summary of Assets, Liabilities and Net Assets; Revenues, Expenses and Changes in Net Assets, and Cash Flows” above.

In September 2009, the Finance Committee of the Board adopted a Derivative Policy Statement (the “Derivative Policy Statement”) for guidance in the use of derivative products. The Derivative Policy Statement sets forth objectives and guidelines for the use of derivative products in the asset/liability and debt management strategy of the University. Risk management, monitoring and reporting are utilized in the evaluation and management of derivative products. Authorization of all derivative transactions is undertaken on a case-by-case basis, and final approval of a proposed derivative transaction requires adoption of an authorizing resolution by the Board.

Retirement Plans/Health Benefit Plans

Retirement benefits for employees meeting eligibility requirements are available through defined contribution plans that are administered by third party investment firms. Employer and employee contributions are applied as directed by participants to purchase shares/units in mutual funds and other investments. Contributions are determined in part based on employee-based compensation and are vested and funded as incurred. For the years ended June 30, 2017 and 2016, employer contributions to the plans were approximately $22.3 million and $22.0 million, respectively.

Health insurance benefits are offered to employees meeting eligibility requirements through insurance plans arranged by the University. Employees are required to make contributions depending on plans selected. The University recorded expenses associated with health care benefits of approximately $25.1 million and $24.4 million for the years ended June 30, 2017 and 2016, respectively.

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Insurance

Tulane maintains a comprehensive program of commercial insurance consisting of coverage for Property, Casualty, Executive Risk and Professional insurable exposures subject to various sub-limits, exclusions, and self- insured retentions.

Under the Property category, Tulane maintains: Property Insurance for physical loss or damage to covered property (e.g. buildings, contents, electronic data processing equipment and business income), as well as primary and excess coverage for flood damage to buildings and contents. The current limit for all perils other than Earthquake, Flood (not associated with a Named Storm), and Named Storm (which includes flood and tidal surge associated with a Named Storm) is $700 million per occurrence. Coverage for Named Storm is limited to $300 million per occurrence. Earthquake has an annual aggregate limit of $50 million and Flood not associated with a Named Storm has an annual aggregate limit of $250 million unless buildings are located in flood zones A and V, which have a $150 million limit.

Self-insured retentions per occurrence on the Property Coverage are:

(a) for Earthquake, 2% of the values of the damaged buildings, subject to a $500,000 minimum retention,

(b) for Named Storm losses (including Floods associated with a Named Storm), $5,000,000 per occurrence deductible,

(c) for Flood damage not associated with a Named Storm, the Property policy is excess of the National Flood Insurance Program (“NFIP”) policy limits carried by Tulane on any particular building (NFIP limits generally provide $500,000 of coverage and deductibles are generally $1,250 or $2,500), and

(d) for All Other Perils, the retention is $500,000.

In addition to the Flood coverage afforded under the Property Insurance program, Tulane insures all owned buildings (approximately 140) in the New Orleans area for the maximum allowed under the NFIP, or the value of the building or contents, whichever is less (and up to a maximum of $500,000). The NFIP coverage is not carried on most owned facilities outside of New Orleans. In addition, Tulane maintains coverage for its fine arts and library collections with limits of $200 million. Tulane also carries Boiler and Machinery (Equipment) coverage, Automobile Physical Damage coverage for vehicles valued greater than $50,000 each, and Inland Marine coverage for its vessels and scheduled mobile or scientific equipment.

Under the Casualty category, Tulane maintains: General Liability, Automobile Liability, a Foreign Package policy which includes General and Automobile Liability, General Liability for Alumni Special Events, Pollution Liability, Non-Owned Aviation Liability, Security & Privacy Liability, Excess Workers’ Compensation Insurance for Louisiana where it is a qualified self-insured entity, and separate Workers’ Compensation Insurance policies for other states and Defense Bases Act exposures.

Under the Executive Risk category, Tulane maintains: Directors & Officers Liability, including Educators Legal Liability, Employment Practices Liability, Fiduciary Liability, and Commercial Crime Insurance.

Under the Professional category, Tulane maintains: Healthcare Professional Liability coverage via the Louisiana Patient Compensation Fund (“PCF”) and a self-insurance trust fund for the $100,000 retention within the PCF. In addition, Tulane maintains an Excess Healthcare Professional Liability Insurance policy (which provides coverage for professional liability associated with medical research clinical trials, medical students, and medical professionals not enrolled in the PCF or practicing outside of the state of Louisiana). This Excess Healthcare Professional Liability Insurance policy also provides Medical Directors Errors and Omissions coverage. For other than medical professional services, a separate Licensed Professional Liability Insurance is maintained for other professional services that only may be performed by a person holding a professional license.

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Tulane University Health Sciences

General

The three principal units at Tulane devoted to the health sciences are (i) the School of Medicine, (ii) the School of Public Health and Tropical Medicine and (iii) the Primate Center.

The School of Medicine was originally established in 1834 as the Medical College of Louisiana. The School of Public Health and Tropical Medicine, which traces its origins to the establishment in 1912 of the School of Hygiene and Tropical Medicine, was created as a separate academic unit within Tulane in 1967. Tulane established the Primate Center in 1964.

The School of Medicine has primary affiliations with the Medical Center, the Southeast Louisiana Veterans Healthcare System (“VA”) located in New Orleans, and the new University Medical Center that replaced Charity Hospital. Medical student and graduate medical student education is provided at all three sites. Since Hurricane Katrina, the School of Medicine has also established educational sites with local community hospitals and independent physician practitioners in greater New Orleans as well as in Baton Rouge and surrounding rural areas.

The Medical Center continues to be a major teaching site for the School of Medicine and Tulane physicians routinely hold clinics in this setting.

The School of Medicine is the largest Tulane school or college when measured by revenues. The School of Medicine recorded revenues of approximately $311 million and $298 million for the years ended June 30, 2017 and 2016, respectively. The School of Medicine and University recorded revenues and expense recoveries from the Medical Center of approximately $56 million and $55 million for the years ended June 30, 2017 and 2016, respectively. The physicians of the Tulane University Medical Group see most of their outpatients in Medical Center operated clinics. The instruction and clinical settings for the School of Medicine are subject to the following agreements and context.

The School of Medicine and the School of Public Health and Tropical Medicine are located in downtown New Orleans. See “Principal Facilities – Downtown Campus” above for a discussion of academic, research and support facilities.

Joint-Venture with HCA

In 1995, Tulane entered into a Contribution Agreement with HCA (the “Contribution Agreement”), pursuant to which Tulane and HCA formed the Joint Venture Company for the purpose of owning, controlling and operating the Medical Center. HCA contributed $132 million to the capital of the Joint Venture Company in exchange for an 80% equity ownership interest therein. Tulane contributed the Medical Center and certain related assets to the capital of the Joint Venture Company in exchange for 20% equity ownership interest therein and a distribution of the $132 million (subject to certain post-closing accounting adjustments) contributed to the Joint Venture Company by HCA. The Joint Venture Company assumed substantially all of the hospital-related operating liabilities of Tulane. Tulane and HCA entered into an Operating Agreement (the “Operating Agreement”) which provides that HCA will manage the Joint Venture Company and oversee its day-to-day operations and affairs. Pursuant to the terms of the Operating Agreement, a governing committee composed of equal numbers of representatives of HCA and Tulane (with Tulane naming the Chair) approves certain major decisions pertaining to the business and affairs of the Joint Venture Company; however, if Tulane at any time ceases to have a membership interest in the Joint Venture Company, it will lose certain approval powers. Tulane and the Joint Venture Company also entered into a ground lease under which Tulane leases to the Joint Venture Company the real property on which the Medical Center is located on a long-term basis, and which provides for annual lease payments to Tulane. In addition, Tulane and the Joint Venture Company entered into a License Agreement granting to the Joint Venture Company an exclusive license to use the name “Tulane University Hospital” in connection with the operation of the Medical Center. The Joint Venture Company and Tulane also entered into an Academic Affiliation Agreement (the “Affiliation Agreement”) providing, among other things, that the Medical Center will continue to be used as one of Tulane’s primary teaching hospitals, that Tulane will continue to provide certain support services to the Medical

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Center and that Tulane’s approval and advice will be required with respect to certain matters, including changes in the Joint Venture Company’s support of academic programs with Tulane and maintenance of hospital house staff at a designated number. Tulane and HCA, pursuant to other agreements, provide certain services to the Joint Venture Company in exchange for fees payable by the Joint Venture Company.

On July 1, 2005, Columbia/HCA contributed the assets of the 119-bed Lakeside Hospital to the Joint Venture Company. Lakeside Hospital is located in suburban Metairie in Jefferson Parish, Louisiana. Based upon independent valuations, the contribution increased Columbia/HCA’s ownership interest in the Joint Venture Company to 82.75% and lowered Tulane’s interest from 20% to 17.25%.

Effective May 7, 2017 the Joint Venture Company entered into an agreement with Epic Development Inc., a subsidiary of HCA, to lease Lakeview Hospital and Lakeview Medical Office Building in Covington, Louisiana for 15 years. The Joint Venture Company purchased the personal property and certain working capital current assets of Lakeview Hospital and assumed certain obligations and liabilities with respect to the operation of Lakeview Hospital. The Joint Venture Company’s net contribution to purchase the assets totaled $361,000. This agreement provides the Joint Venture Company with operations at Lakeview Medical Center and expands the Joint Venture Company’s service area.

On October 9, 2017, the Joint Venture Company entered into a non-binding letter of intent with Jefferson Parish Hospital Service District No. 2, Parish of Jefferson, State of Louisiana, d/b/a East Jefferson Hospital (“East Jefferson”) to lease for a period of 49 years, with an option to renew, the assets commonly known as East Jefferson Hospital, a 407 bed hospital located in Metairie, Louisiana. Simultaneously, Tulane and HCA entered into a non- binding letter of intent to amend the existing Joint Venture Company documents to accommodate the proposed lease of East Jefferson Hospital. Completion of the lease of East Jefferson Hospital and the amendments to the existing Joint Venture Company documents to accommodate that arrangement remain subject to further negotiation, due diligence review, and internal and third party approvals. There can be no assurance that such transactions will be completed.

Operation of the Medical Center; Relationship to Tulane

Pursuant to the Affiliation Agreement, payments are made to Tulane to support various medical educational and research programs. The Medical Center continues to be one of the primary teaching hospitals for the School of Medicine, and Tulane appoints the hospital’s chiefs of medical services. In addition to other contractual commitments under the Affiliation Agreement, the Joint Venture Company has increased its faculty support year- over-year in the last five years. For the years ended December 31, 2016 and 2015, the Joint Venture Company recorded net losses of approximately $33.0 million and $19.9 million, respectively. The Joint Venture Company’s amount payable to an HCA affiliate increased by $31.3 million and $38.5 million for the calendar years ended December 31, 2016 and 2015, respectively, to accumulated balances of $198.0 million and $166.8 million as of December 31, 2016 and 2017, respectively.

Tulane Medical Center operations:

Total clinic visits at the Medical Center for calendar years 2013 to 2016 are shown in the following chart:

Calendar Year Clinic Visits 2013 199,687 2014 210,872 2015 219,405 2016 225,215

Physicians

As of June 30, 2017, there were approximately 350 full-time physician members in the Tulane University Medical Group.

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Medical School Students and Residents

The fully-accredited School of Medicine offers a four-year Doctor of Medicine degree program. In addition, the School of Medicine’s Division of Graduate and Postgraduate Medical Studies offers residency programs in all major medical specialties. Enrollment in the School of Medicine currently numbers 802 students, plus 460 residents and fellows, who receive training and provide patient care services at affiliated hospitals. See “Student Applications, Acceptances and Enrollments” above.

Relationship of Tulane to the Medical Center of Louisiana and University Medical Center

Prior to Hurricane Katrina in 2005, the School of Medicine had extensive medical training programs at the Charity Hospital division (650 beds) and the University Hospital division (461 beds) of the Medical Center of Louisiana – New Orleans (“MCLNO”). Charity Hospital closed permanently as a result of damage inflicted by Hurricane Katrina. The University Hospital campus reopened in November 2006 as an interim solution to closure of Charity Hospital. Charity Hospital was one of nine public hospitals in Louisiana. The primary purpose of the Louisiana public hospital system was to provide care for indigent patients and to serve as teaching and research sites for medical teaching entities, including Tulane, Louisiana State University (“LSU”) and Ochsner Clinic. In 1997, the State of Louisiana transferred the administration and operation of the State’s charity hospital system, including MCLNO, to LSU. The legislation authorizing such transfer provides that governance of the hospitals within the charity hospital system, in which Tulane has teaching programs and research activities, would be undertaken by an administrative board with representation from both Tulane and LSU and from a third independent party selected by Tulane and LSU.

The State of Louisiana elected to replace Charity Hospital with a state-of-the-art 424 bed hospital at a cost of approximately $1.1 billion, with project costs financed primarily through federal and state funds. The new hospital facility serves as a major academic medical center and is known as University Medical Center (“University Medical Center”). LSU, the State of Louisiana, and Tulane have executed a Memorandum of Understanding (the “MOU”) regarding the operations of University Medical Center. Although the facility is owned by the State of Louisiana, the MOU provides that Tulane, as well as Xavier University, Delgado Community College, Dillard University and Southern University, have representation on the governing board for University Medical Center. Tulane appoints one of 11 members of the governing board. The State of Louisiana, LSU, and Tulane, among other parties, entered into an agreement with Louisiana Children’s Medical Center, a local nonprofit hospital company, to provide management expertise for the University Medical Center. Tulane uses this facility as a primary teaching setting for its residents and medical students. Additionally, the Veterans Administration has opened a replacement hospital containing approximately 200 beds in the immediate vicinity of University Medical Center. The opening of these two new campuses gives the School of Medicine new platforms for teaching, research and clinical care.

Litigation

Tulane is involved in various lawsuits incident to the conduct of its operations. The University is not subject to any pending or, to the knowledge of management, threatened litigation or other proceedings with respect to which the probable exposure of Tulane, in the opinion of management, would have a material adverse effect on its financial position.

Audit Regarding FEMA Disaster Cost Recoveries

Since July 2011, the U.S. Department of Homeland Security Office of Inspector General (the “OIG”), which has responsibility for auditing FEMA public assistance programs, has been conducting an audit of public assistance funds awarded by FEMA to the University as a result of Hurricane Katrina. The OIG audit has been divided into three phases. During the first phase, OIG audited FEMA’s allocation of the University’s $303.3 million of insurance proceeds between Hurricane Katrina property damage and business interruption losses. During the second phase, OIG reviewed the methodology the University used to award $230 million in disaster-related contracts. In the third phase, OIG reviewed the support and eligibility of approximately $36.1 million of expenses that the University claimed on various projects. The OIG audit is standard procedure with regard to all major recipients of public assistance funds from FEMA.

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Regarding the first phase, in April 2012, the OIG issued a management advisory report to FEMA regarding the amount of insurance FEMA has allocated for use in offsetting FEMA public assistance funds that may otherwise be available to the University. In June 2013, FEMA determined that an additional $17.3 million of insurance recoveries remains to be offset against FEMA-eligible expenses, and noted that this amount will be taken into account as FEMA continues its review of requests for reimbursement that the University has submitted to FEMA. FEMA also indicated that it completed its allocation methodology of the University’s commercial property insurance proceeds. FEMA’s determination regarding the allocation methodology was consistent with the University’s methodology. On October 3, 2016, the OIG closed the first phase of the audit, concluding that no further action was required. The insurance allocation issue may, however, be subject to review by FEMA when it closes out the public assistance process.

Regarding the second phase, on August 26, 2013, the OIG publicly released its final report on the University’s procurement practices and questioned $46.2 million as ineligible contract costs. In December 2013, FEMA responded to an OIG finding that the University not be reimbursed for the $5.5 million in discounts given to the University by its general contractor. FEMA agreed with the OIG finding, and the OIG closed this finding on December 20, 2013. In October 2014, FEMA responded to OIG’s suggested disallowance of approximately $5.6 million of costs under four contracts deemed as ineligible by OIG with a determination that the entire amount of each of these contracts was fair and reasonable, resulting in no de-authorization of previously committed funding. The OIG was satisfied with FEMA’s response, and on December 2, 2014, closed this particular finding. In June 2015, FEMA responded to the OIG’s recommendation to disallow approximately $35 million as prohibited excessive markups on contract costs. FEMA disagreed with this OIG finding, in part, on the basis that the costs were fair and reasonable. In July 2017, the OIG responded to FEMA’s June 2015 report, disagreeing with FEMA and reasserting OIG’s belief that FEMA should disallow approximately $35 million that constituted prohibited excessive markups on contract costs. OIG requested that FEMA respond to OIG’s latest report no later than October 16, 2017. OIG subsequently granted FEMA an extension of time until January 12, 2018 to respond. The ultimate disposition of this claim is uncertain.

Regarding the third phase, on October 22, 2014, the OIG publicly released its final report as part of its audit of the support and eligibility of specific costs that the University has claimed, recommending that FEMA disallow $13 million of such costs. FEMA responded to this OIG report in December 2015, agreeing in part with the recommendations OIG made in its report. FEMA determined to de-authorize approximately $4.5 million of funding previously committed to the University. FEMA more recently updated this calculation and now seeks to de- authorize approximately $4.8 million of funding previously committed to the University. In July 2017, the OIG responded to FEMA’s December 2015 report. In addition to the $4.8 million identified by FEMA for de- authorization, the OIG agreed with FEMA in the de-authorization of approximately $300,000 in costs identified as duplicative and approximately $91,000 of unsupported costs. OIG requested that FEMA respond, no later than October 16, 2017, to the items from the OIG’s latest report where FEMA and the OIG disagree. OIG subsequently granted FEMA an extension of time until January 12, 2018 to respond. The ultimate disposition of the third phase of the audit is also uncertain.

Until FEMA decides how it will respond to all of OIG’s recommendations, and the FEMA public assistance process is ultimately closed out, the University cannot estimate with any degree of certainty the amount it will lose in previously authorized FEMA funds or ultimately be required to reimburse FEMA for monies already received. Such amounts could be substantial.

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APPENDIX B

FINANCIAL STATEMENTS OF TULANE

[THIS PAGE INTENTIONALLY LEFT BLANK] Tulane University

Financial Statements as of and for the Years Ended June 30, 2017 and 2016, and Independent Auditors’ Report Deloitte & Touche LLP 701 Poydras Street, Suite 4200 New Orleans, LA 70139-7704 USA Tel: +1 504 581 2727 www.deloitte.com

INDEPENDENT AUDITORS’ REPORT

To The Board of Administrators of Tulane University

We have audited the accompanying consolidated financial statements (the “financial statements”) of Tulane University (the “University”), which comprise the consolidated statements of financial position as of June 30, 2017 and 2016, and the related consolidated 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 these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error.

Auditors’ 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 the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’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 Tulane 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 accounting principles generally accepted in the United States of America.

October 23, 2017

-2- TULANE UNIVERSITY

STATEMENTS OF FINANCIAL POSITION AS OF JUNE 30, 2017 AND 2016 (In thousands)

2017 2016 ASSETS: Cash and cash equivalents $ 31,298 $ 22,571 Deposits in trust 46,571 22,019 Accounts and other receivables, net 61,646 66,659 Contributions receivable, net 87,243 80,229 Loans receivable, net 42,488 42,305 Investments 1,325,682 1,201,498 Prepaid expenses and other assets 9,403 9,270 Property, plant and equipment, net 914,511 884,643

TOTAL ASSETS $ 2,518,842 $ 2,329,194

LIABILITIES AND NET ASSETS: LIABILITIES: Accounts payable and accrued liabilities 90,791 105,721 Deferred revenue and refundable deposits 76,695 62,764 Lines of credit - 98,000 Notes payable 30,058 30,528 Bonds payable 694,174 568,284 Federal student loan funds 44,444 43,797

Total liabilities 936,162 909,094

NET ASSETS: Unrestricted 98,350 77,641 Unrestricted, funds functioning as endowment 119,670 86,423

Total unrestricted 218,020 164,064

Temporarily restricted 737,287 656,809 Permanently restricted 627,373 599,227

Total net assets 1,582,680 1,420,100

TOTAL LIABILITIES AND NET ASSETS $ 2,518,842 $ 2,329,194

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

-3- TULANE UNIVERSITY

STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2017 (In thousands)

Temporarily Permanently Total Unrestricted Restricted Restricted 2017 REVENUES: Tuition and fees $ 525,133 $ - -$ $ 525,133 Less: Institutional scholarships and fellowships (170,759) - - (170,759)

Tuition and fees, net 354,374 - - 354,374 Government grants and contracts 124,542 - - 124,542 Private gifts and grants 41,811 31,591 27,312 100,714 Medical group practice, labs and clinics 156,937 - - 156,937 Affiliated hospital agreements/contracts 39,305 - - 39,305 Endowment income 11,403 39,386 - 50,789 Investment income and gains, net 3,907 1,033 - 4,940 Recovery of indirect costs 33,477 - - 33,477 Auxiliary enterprises 63,925 - - 63,925 Other 43,410 - - 43,410 Net assets released from restric tions 62,970 (62,970) - -

Total revenues 936,061 9,040 27,312 972,413

EXPENSES: Instruction and academic support 315,390 - - 315,390 Affiliated hospital agreements/contracts 31,835 - - 31,835 Organized research 148,987 - - 148,987 Public service 25,719 - - 25,719 Libraries 25,051 - - 25,051 Student services 82,875 - - 82,875 Institutional support 104,559 - - 104,559 Scholarships and fellowships 16,346 - - 16,346 Auxiliary enterprises 65,518 - - 65,518 Medical group practice 103,952 - - 103,952 Other 5,184 4,880 - 10,064

Total expenses 925,416 4,880 - 930,296

Change in net assets from operating activities 10,645

OTHER CHANGES IN NET ASSETS: Net realized and unrealized gains 38,391 124,908 - 163,299 Net unrealized gain on interest rate swaps 11,761 - - 11,761 Loss on early extinguishment of debt (1,060) - - (1,060) Accumulated gains used for spending (5,144) (48,393) - (53,537) Transfers between net asset groups (637) (197) 834 -

Total other changes in net assets 43,311 76,318 834 120,463

CHANGE IN NET ASSETS 53,956 80,478 28,146 162,580 BEGINNING NET ASSETS 164,064 656,809 599,227 1,420,100

ENDING NET ASSETS $ 218,020 $737,287 $627,373 $1,582,680

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

-4- TULANE UNIVERSITY

STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2016 (In thousands)

Temporarily Permanently Total Unrestricted Restricted Restricted 2016 REVENUES: Tuition and fees $ 506,637 $ - -$ $ 506,637 Less: Institutional scholarships and fellowships (160,548) - - (160,548)

Tuition and fees, net 346,089 - - 346,089 Government grants and contracts 123,256 - - 123,256 Private gifts and grants 41,361 26,987 15,078 83,426 Medical group practice, labs and clinics 145,922 - - 145,922 Affiliated hospital agreements/contracts 39,492 - - 39,492 Endowment income 15,179 38,438 - 53,617 Investment income and gains, net 2,488 1,449 - 3,937 Recovery of indirect costs 30,755 - - 30,755 Auxiliary enterprises 60,459 - - 60,459 Other 37,708 - - 37,708 Net assets released from restric tions 52,690 (52,690) - -

Total revenues 895,399 14,184 15,078 924,661

EXPENSES: Instruction and academic support 313,979 - - 313,979 Affiliated hospital agreements/contracts 30,103 - - 30,103 Organized research 138,215 - - 138,215 Public service 23,583 - - 23,583 Libraries 25,789 - - 25,789 Student services 79,603 - - 79,603 Institutional support 109,912 - - 109,912 Scholarships and fellowships 15,435 - - 15,435 Auxiliary enterprises 70,862 - - 70,862 Medical group practice 95,168 - - 95,168 Other 6,805 - 445 7,250

Total expenses 909,454 - 445 909,899

Change in net assets from operating activities (14,055)

OTHER CHANGES IN NET ASSETS: Net realized and unrealized (loss) gains 3,581 (12,083) - (8,502) Net unrealized loss on interest rate swaps (15,657) - - (15,657) Accumulated gains used for spending (9,664) (44,880) - (54,544) Transfers between net asset groups (995) (24) 1,019 -

Total other changes in net assets (22,735) (56,987) 1,019 (78,703)

CHANGE IN NET ASSETS (36,790) (42,803) 15,652 (63,941) BEGINNING NET ASSETS 200,854 699,612 583,575 1,484,041

ENDING NET ASSETS $ 164,064 $656,809 $599,227 $1,420,100

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

-5- TULANE UNIVERSITY

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 (In thousands)

2017 2016

CASH FLOWS FROM OPERATING ACTIVITIES: Changes in net assets $ 162,580 $ (63,941) Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Loss on early extinguishment of debt 1,060 - Depreciation and amortization 49,255 54,697 Asset retirements 680 340 Net realized and unrealized investment (gains) losses (163,299) 8,502 Net (decrease) increase in fair value of interest rate swap agreements (11,761) 15,657 Contributions restricted for permanent investment (28,146) (15,652) Contributions of property (300) (105) Grant receipts used for capital purposes (1,488) (4,775) Donations received for capital purposes (15,189) (12,993) Insurance and FEMA recoveries received (3,669) (4,773) Changes in operating assets and liabilities: Decrease in accounts and other receivables 5,013 23 Decrease (increase) in contributions receivable 3,045 (5,871) (Increase) in prepaid expenses and other assets (133) 74 (Decrease) in accounts payable and accrued liabilities (4,450) (8,856) Increase (decrease) in deferred revenue and refundable deposits 13,931 (2,142)

Net cash provided by (used in) operating activities 7,129 (39,815)

CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investments (157,014) (192,983) Proceeds from the sale of investments 196,129 235,520 Purchase of property, plant and equipment (77,478) (53,142) (Increase) decrease in deposits in trust (24,552) 6,978 Student loans issued (7,123) (8,472) Proceeds from collections of student loans 6,940 6,897 Grant receipts used for capital purposes 1,488 4,775 Donations received for capital purposes 15,189 12,993 Insurance and FEMA recoveries net of advances received and released 3,669 4,773

Net cash (used for) provided by investing activities (42,752) 17,339

CASH FLOWS FROM FINANCING ACTIVITIES: Contributions restricted for permanent investment 18,087 20,983 Repayment of bonded debt (164,145) (7,885) Proceeds from bonded debt 289,213 - Repayment of notes payable (470) (437) Repayment of lines of credit (198,000) (234,500) Proceeds from lines of credit draws 100,000 251,750 Increase in federal student loan funds 647 767 Annuities paid (982) (890)

Net cash provided by financing activities 44,350 29,788

NET INCREASE IN CASH AND CASH EQUIVALENTS 8,727 7,312 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 22,571 15,259

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 31,298 $ 22,571

SUPPLEMENTAL DISCLOSURES: Interest paid $ 26,920 $ 24,209

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

-6- TULANE UNIVERSITY

NOTES TO THE FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies followed by Tulane University (the “University”) is presented below and in other sections of these notes. The University is a private research university founded in 1834.

Basis of Presentation—The accompanying consolidated financial statements (the “financial statements”) have been prepared using the accrual basis of accounting. The financial statements have been consolidated to include the accounts of the University, Tulane Murphy Foundation, Inc. (the “Foundation”), Tulane International, LLC, Howard Memorial Association, Riversphere One, Riversphere Two, Wick Cary, LLC’s, Richards Trust and Samuel Z. Stone CIPR Trust, and all auxiliary activities.

The University utilizes three net asset categories, which are described as follows.

Unrestricted net assets include the following:

• Unrestricted net assets include funds not subject to donor-imposed stipulations. The revenues received and expenses incurred in conducting the educational, research, and service missions of the University are included in this category. Additionally, this category includes the health care services associated with the School of Medicine Medical Group Practice and the professional services provided under affiliated hospital agreements.

• Unrestricted funds functioning as endowment include funds designated by the board of administrators for investment purposes. The earnings on such funds are distributed to support the University operations.

Temporarily restricted net assets include gifts for which donor-imposed restrictions have not been met, annuity and life income funds, contributions receivable (where the ultimate purpose of the proceeds is not permanently restricted), accumulated but undistributed gains and losses on donor-restricted endowment funds, and distributed but unspent earnings on donor-restricted endowment funds.

Permanently restricted net assets include gifts, trusts and contributions receivable, which are required by donor-imposed restriction to be invested in perpetuity. Only the income from such investments is available for program operations in accordance with donor restrictions.

Reclassifications—During 2017, the University reclassified $52.1 million of other revenue to medical group practice, labs and clinics revenue, $20.7 million of auxiliary enterprises revenue to other revenue, and $51.2 million of auxiliary enterprise expense to student services expense for the year ended June 30, 2016 to conform to the current year presentation. These changes had no financial statement impact to the previously reported amount of changes in net assets from operating activities.

-7- During the year ended June 30, 2017, the University changed the presentation of lines of credit and notes payable within the statement of financial position to present the liabilities at a more granular level. As a result, the University has disaggregated the lines of credit and notes payable totaling $128,528 into two separate financial statement line items to conform to the current year presentation. These changes had no financial statement impact to the previously reported amounts of net assets and change in net assets.

Revenue Recognition

Tuition and Fees, Net—Student tuition and fees are recorded as revenues during the year the related services are rendered. Advance payments are recorded as deferred revenue. Financial aid provided by the University is recorded as a reduction to tuition and fees.

Government Grants and Contracts—Revenues are recognized when allowable expenditures are incurred under such agreements and contracts. Advance payments are recorded as deferred revenue.

Medical Group Practice, Labs, Clinics, and Related Revenues—The University’s medical school faculty provide professional services to patients, the Tulane University Hospital and Clinic, other joint venture hospitals, and certain community hospitals. Under these agreements, professional revenues are distributed in accordance with specified formulas, generally in the year earned. Other revenues, such as those that relate to labs and clinics are also recorded in this caption. Expenses directly related to operation of the group practices such as physician compensation are recorded in the expense caption entitled “Medical Group Practice”. Other supporting expenditures such as the operation of certain labs and treatment centers are recorded in the “Instruction and Academic Support” and “Public Service” captions.

Unrestricted Operating Results—Unrestricted operating results include all transactions that change unrestricted net assets, except for endowment related investment transactions for net realized and unrealized gains, net unrealized gains associated with interest rate swaps, accumulated gains used for spending, and transfer between net asset groups. Donor transactions for expendable gifts that are released from restrictions are included with unrestricted operating results. Unrestricted operating results exclude gifts for permanent investment and gifts received where the donor restrictions have not been met.

Endowment distributions reported as operating income consist of endowment return distributed to support current operating needs. Endowment distributions initially reported as temporarily restricted are transferred to unrestricted status via the line entitled “Net Assets Released from Restrictions” on the basis of fulfilling the donors’ restrictions through qualified expenditures.

Investment income and gains includes income from trusts that is immediately available to fund operations.

-8- Deferred Revenue—Advance payments are recorded as deferred revenue within the category Deferred Revenue and Refundable Deposits, which consists of the following amounts:

2017 2016

Grants and contracts—FEMA $12,622 $14,240 Grants and contracts—other 25,026 28,912 Tuition and fees—net 15,610 13,578 Other 23,437 6,034

Total $76,695 $62,764

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Actual results could differ from those estimates.

Allocation of Certain Expenses—The financial statements present expenses by functional classification in accordance with the overall mission of the University. Certain natural expenses are allocated to the respective functional classifications based on certain criteria. Depreciation expense, plant operations and maintenance, and retirement of plant assets are allocated based on square footage occupancy. Interest expense is allocated to the functional categories that have benefited from the proceeds of the debt. The expenses allocated are as follows (in thousands):

2017 2016

Depreciation $49,493 $54,995 Retirement of plant assets 680 340 Plant operations and maintenance 59,624 56,673 Interest expense on indebtedness 23,803 24,177

Cash Equivalents—Cash equivalents include short-term, highly liquid investments with a maturity of three months or less at the time of purchase. Cash equivalents representing assets of endowment and similar funds and annuity and life income funds are included in the caption Investments.

Investments—Equity securities with readily determinable values, and most debt securities, are valued based on market quotations. Certain fixed-income securities are valued based on dealer supplied valuations. Where fair values are not determinable through market quotations estimates are supplied by external investment managers and a valuation review is conducted by management. Such review includes obtaining and reviewing audited and unaudited financial information from investment managers, holding discussions with external managers and general partners, and evaluating investment returns in light of current conditions. University held real estate, mortgages and royalty interests are valued at cost or original appraised value. The University’s investment in University Healthcare System, L.C. (UHS) is accounted for using the equity method (see Note 16), but not below zero.

-9- Depreciation is not recorded for endowment fund real estate investments. In the opinion of the University’s management, the excess of realizable market value over the book value of such property would be sufficient to preclude the impairment of endowment net assets even if depreciation provisions were made. This excess is considered sufficient to permit the distribution of a portion of the rentals and royalties derived from these properties to current operations.

Endowment Spending Policy—The pooled endowment spending policy is based upon the average market value of the previous 12 quarters multiplied by a specified percentage. The percentage for the pooled endowment for the fiscal years ended June 30, 2017 and 2016 was 5%. Accumulated investment gains are used to fund the difference between payout and current earnings.

Annuity and Life Income Agreements—The University has agreements with donors that include irrevocable charitable remainder trusts, charitable gift annuities, and life income funds where the University serves as trustee. Assets held in trust are generally comprised of investments. Such values are reported as temporarily restricted net assets net of the estimated future payments to be made to donors or other beneficiaries.

Other Financial Instruments—The University occasionally uses derivatives to manage the market risk associated with outstanding variable rate debt. Derivative financial instruments are reported at fair value with any resulting gain or loss reported in the other changes in net assets section of the statement of activities.

Property, Plant, and Equipment—Property, plant, and equipment are recorded at cost, or if donated, at fair market value at the date of donation. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives are as follows: buildings, 20 to 50 years; improvements, 10 to 20 years; and equipment and library books, 4 to 20 years.

Certain works of art and historical treasures have been recognized at their estimated fair value based upon appraisals or similar valuations at the time of acquisition. Works of art and historical treasures are not depreciated.

Conditional asset retirement obligations related to legal requirements to perform certain future activities related to the retirement, disposal, or abandonment of assets are accrued utilizing physical site surveys to estimate the net present value of applicable future costs, such as asbestos abatement or removal.

The University reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable through future utilization. An impairment charge is recognized when the fair value of an asset is less than its carrying value. No impairment charges were recorded for the years ended June 30, 2017 and 2016.

-10- Deferred Financing Costs—The University incurred financing costs in connection with the issuance of various bonds payable (see Note 11). Deferred financing costs as of June 30, 2017 and 2016, are as follows (in thousands):

2017 2016

Total deferred financing costs $11,661 $12,200 Less accumulated amortization (3,757) (3,464)

Deferred financing costs—net $ 7,904 $ 8,736

Medical Group Practice—The University’s medical school faculty provides professional services in the Tulane University Hospital and Clinic and other community hospitals. Under these agreements, professional revenues are included in the unrestricted net assets grouping and are distributed in accordance with specified formulas.

Income Taxes—Tulane is a tax exempt organization as described in Section 501(c)(3) of the Internal Revenue Code (IRC) and generally is exempt from federal and state income taxes on activities considered to be inside its overall tax exempt mission. Where Tulane activities vary beyond the tax exempt missions, then Tulane pays income taxes on unrelated business income. Such taxes are included in the accompanying financial statements.

New Accounting Pronouncements—In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity:

• Identifies the contract(s) with a customer (step 1) • Identifies the performance obligations in the contract (step 2) • Determines the transaction price (step 3) • Allocates the transaction price to the performance obligations in the contract (step 4) • Recognizes revenue when (or as) the entity satisfies a performance obligation (step 5)

ASU No. 2014-09 is effective for the year beginning July 1, 2018. Management has not yet determined the impact, if any, that implementation of ASU No. 2014-09 will have on the University’s financial statements.

Subsequent to the issuance of ASU No. 2014-09, various ASU amendments to the revenue guidance have been issued. These updates address 1) Principal versus Agent Considerations (Reporting Revenue Gross versus Net); 2) Identifying Performance Obligations and Licensing; 3) Rescission of Certain SEC Staff Observer Comments upon Adoption of Topic 606; and 4) Narrow-Scope Improvements and Practical Expedients. The effective date for each of these revenue amendments is concurrent with the effective date of ASU 2014-09, as referenced above. Management has not yet determined the impact, if any, that implementation of these ASUs will have on the University’s financial statements.

-11- On April 7, 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03), Simplifying the Presentation of Debt Issuance Costs, as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in the balance sheet whereby such costs are recorded as a direct deduction from the related debt liability rather than as an asset. As a result of the retrospective adoption of ASU 2015-03 effective July 1, 2016, deferred financing costs, net of $8.7 million previously classified as an asset within prepaid expenses and other assets were reclassified to reduce the related debt liabilities. Accordingly, the accompanying consolidated balance sheets and Note 11 have been updated.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lease obligations to be recognized on the balance sheet. ASU No. 2016-02 is effective for the year beginning July 1, 2020. Management has not yet determined the impact, if any, that implementation of ASU No. 2016-02 will have on the University’s financial statements.

In August 2016, the FASB issued ASU No. 2016-14, Presentation of Financial Statements of Not-for-Profit Entities, which significantly changes the presentation requirements for financial statements of not-for-profit entities (NFPs). The amendments are intended to improve the guidance on net asset classification as well as the information presented in the financial statements and financial statement notes regarding liquidity, financial performance, and cash flows for NFPs. Specifically, the ASU addresses (1) the complexity and understandability of net asset classifications, (2) the lack of consistency in the type of information provided about expenses, and (3) inconsistencies in the reporting of (a) operating information in the statement of activities and (b) operating cash flows in the statement of cash flows. ASU No. 2016-14 is effective for the year beginning July 1, 2018. Management has not yet determined the impact, if any, that implementation of ASU No. 2016-14 will have on the University’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230 to add or clarify guidance on the classification of certain specific types of cash receipts in the statement of cash flows with the intent of reducing diversity in practice. Updates relate to the following types of cash receipts: Debt prepayments of extinguishment cost, settlement of zero-coupon debt, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investees, and beneficial interests in securitization transactions. This new guidance is effective for the University beginning July 1, 2018. Management has not yet determined the impact, if any, that implementation of ASU 2016-15 will have on the University’s financial statements.

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Because of the tentative and preliminary nature of such proposed standards, the university has not yet determined the effect, if any, that the implementation of such proposed standards would have on its financial statements.

2. DEPOSITS IN TRUST

Deposits in trust at June 30, 2017 and 2016 consist of investments at fair value of $46,571 and $22,019 (in thousands), respectively, set aside primarily for bond-funded construction costs and medical malpractice self-insurance.

-12- 3. ACCOUNTS AND OTHER RECEIVABLES

Accounts receivable consist of the following at June 30, 2017 and 2016 (in thousands):

2017 2016

Student receivables, net of allowance for doubtful accounts of $5,279 and $6,802 $ 3,083 $ 3,643

U.S. Government, state and other contract receivables, net of allowances for doubtful accounts of $2,013 and $378 38,300 38,891

Patient and related receivables, net of allowances for discounts and doubtful accounts of $13,170 and $10,266 13,411 14,897

Other receivables 6,852 9,228

Total $ 61,646 $ 66,659

Management regularly assesses the adequacy of the allowance for doubtful accounts by performing ongoing evaluations of the various components of the accounts receivable portfolio, including such factors as the differing economic risks associated with each category, the financial condition of specific borrowers, the economic environment in which the borrowers operate, the level of delinquent accounts, and the past history of the various borrowers and the University. Factors also considered by management when performing its assessment, in addition to general economic conditions and the other factors described above, included, but were not limited to, a detailed review of the aging of the various receivables and a review of the default rate by receivables category in comparison to prior years. The level of the allowance is adjusted based on the results of management’s analysis.

Considering the other factors already discussed herein, management considers the allowance for doubtful accounts losses to be prudent and reasonable. Furthermore, the University’s allowance is general in nature and is available to absorb losses from any receivables category. Management believes that the allowances for doubtful accounts at June 30, 2017 and 2016 are adequate to absorb credit losses inherent in the portfolio as of those dates.

4. CONTRIBUTIONS RECEIVABLE

Unconditional promises are included in the financial statements as contributions receivable and revenue of the appropriate net asset category. Contributions are recorded after discounting at 3.7% and 6.0% to the present value of the future cash flows for the periods ending June 30, 2017 and 2016, respectively.

-13- Management expects unconditional promises to be realized in the following periods (in thousands) at June 30, 2017 and 2016:

2017 2016

In one year or less $ 29,236 $ 26,295 Between one year and five years 56,033 56,065 More than five years 15,658 19,743

100,927 102,103 Less: discounts of $6,660 and $11,551 and allowances for uncollectible pledges of $7,025 and $10,323 (13,684) (21,874)

Total $ 87,243 $ 80,229

Management follows a similar approach as described in Note 3 for accounts receivable in evaluating the adequacy of the allowance for contributions receivable. Management considers the allowance for uncollectible pledges to be prudent and reasonable. Furthermore, the University’s allowance is general in nature and is available to absorb losses from any contributions receivable category. Management believes that the allowances for uncollectible pledges at June 30, 2017 and 2016 are adequate to absorb any uncollectible pledges as of those dates.

Contributions receivable at June 30, 2017 and 2016 have restrictions applicable to the following (in thousands):

2017 2016

Endowments for departmental programs and activities $ 34,692 $ 24,632 Departmental programs and activities 18,047 19,893 Capital purposes 34,504 35,704

Total $ 87,243 $ 80,229

5. LOANS RECEIVABLE

Loans receivable consist of the following at June 30, 2017 and 2016 (in thousands):

2017 2016

Perkins student loan program $42,879 $42,454 Primary care loan program 1,419 1,636 Other loan programs 665 690

44,963 44,780

Less: allowance for doubtful accounts (2,475) (2,475)

Total $42,488 $42,305

-14- The University makes uncollateralized loans to students based on financial need. Student loans are funded through federal government loan programs or institutional resources. At June 30, 2017 and 2016, student loans represented 1.7% and 1.8%, respectively, of total assets.

The University participates in the Perkins federal revolving loan program. The availability of funds for loans under the program is dependent on reimbursements to the pool from repayments on outstanding loans. Funds advanced by the federal government of $44,444 and $43,797 at June 30, 2017 and 2016, respectively, are ultimately refundable to the government and are classified as liabilities in the statements of financial position. Outstanding loans cancelled under the program result in a reduction of funds available for lending and decrease the liability to the government.

At June 30, 2017 and 2016, the following amounts were past due under student loan programs (in thousands):

June 30, 1–60 Days Past 60–90 Days Past >90 Days Past Total Past Due

2017 $ 1,124 $ 128 $ 5,111 $ 6,363 2016 1,034 106 4,909 6,049

Management follows a similar approach as described in Note 3 for accounts receivable in evaluating the adequacy of the allowance for loans receivable. Allowances for doubtful loan accounts are established based on management’s best estimate of the collectability of the receivables and current economic factors which, in management’s judgment, could influence the ability of loan recipients to repay the amounts per loan terms. Amounts due under the Perkins loan program related to the government funded portion are guaranteed by the government and, therefore, no reserves are placed on any balances past due under that program.

Management considers the allowance for doubtful accounts to be prudent and reasonable. Furthermore, the University’s allowance is general in nature and is available to absorb losses from any loans receivable category. Management believes that the allowances for doubtful accounts at June 30, 2017 and 2016 are adequate to absorb any uncollectible loans as of those dates.

6. INVESTMENTS AND ACCOUNTING STANDARDS CODIFICATION (ASC) 820-10, FAIR VALUE MEASUREMENTS AND DISCLOSURES

ASC 820-10 adopts a hierarchy approach for ranking the quality and reliability of the information used to determine fair values in one of three categories to increase consistency and comparability in fair value measurements and disclosures. ASU No. 2015-07 exempts assets measured using the NAV expedient from this hierarchy, as described in Note 1. The adoption of ASU No. 2015-07 resulted in the reclassification of investment assets measured using the net asset value expedient and previously reported as Tier 2 and Tier 3 assets as of June 30, 2015. For all other assets measured at fair value, the highest priority (Tier 1) is given to quoted prices in active markets for identical assets. Tier 2 assets are valued based on inputs other than quoted prices that are “observable.” For example, quoted prices for similar securities or quoted prices in inactive markets would both be observable. In Tier 3, the inputs used for valuation are not observable or transparent and assumptions have to be made about how market participants would price the underlying

-15- assets. The University does not have any Tier 3 assets. Investments are classified based on the lowest level of input that is significant to the fair value measurement.

Investments consisted of the following at June 30, 2017 (in thousands):

Tier 1 (Quoted Tier 2 Total prices in (Significant Investments Investments active Observable Measured Measured Investments markets) inputs) at Fair Value at NAV Total

Short term money funds and cash (a) $ 32,959 1,580$ $ 34,539 $ - $ 34,539 Domestic equity (b) 84,156 - 84,156 179,741 263,897 International equity (b) 16,019 - 16,019 213,522 229,541 Hedge funds: Long/Short equity (c) - - - 83,136 83,136 Absolute return (d) - - - 113,692 113,692 Enhanced fixed income (e) - - - 60,532 60,532 Fixed income (f) 110,927 36,196 147,123 - 147,123 Partnerships: Private equity (g) - - - 201,421 201,421 Private and public real assets (h) - - - 147,180 147,180

Total investments at fair value by tier $ 244,061 $ 37,776 $ 281,837 $ 999,224 1,281,061

Real estate and royalty interests at original cost or appraised value 35,878 Investment receivables and other at cost or appraised value 8,743

Total investments valued at other than fair value 44,621

Total investments $ 1,325,682

Deposits in trust: Short term money funds and cash (a) $ - $ 14,376 $ 14,376 $ - $ 14,376 Domestic equities (b) 527 - 527 - 527 Fixed income (f) - 31,668 31,668 - 31,668

Total deposits in trust at fair value by tier $ 527 $ 46,044 $ 46,571 $ - $ 46,571

See annotations on page 18 and 19.

-16- Investments consisted of the following at June 30, 2016 (in thousands):

Tier 1 (Quoted Tier 2 Total prices in (Significant Investments Investments active Observable Measured Measured Investments markets) inputs) at Fair Value at NAV Total

Short term money funds and cash (a) $ 21,134 $ 21,946 $ 43,080 $ - $ 43,080 Domestic equity (b) 88,259 - 88,259 164,479 252,738 International equity (b) 12,508 - 12,508 170,850 183,358 Hedge funds: Long/Short equity (c) -- - 70,452 70,452 Absolute return (d) -- - 122,053 122,053 Enhanced fixed income (e) -- - 30,377 30,377 Fixed income (f) 93,732 48,332 142,064 - 142,064 Partnerships: Private equity (g) -- - 170,301 170,301 Private and public real assets (h) - - - 142,673 142,673

Total investments at fair value by tier $ 215,633 $ 70,278 $ 285,911 $ 871,185 1,157,096

Real estate and royalty interests at original cost or appraised value 37,620 Investment receivables and other at cost or appraised value 6,782

Total investments valued at other than fair value 44,402

Total investments $ 1,201,498

Deposits in trust: Short term money funds and cash (a) $ - $ 11,634 $ 11,634 $ - $ 11,634 Domestic equities (b) 619 619 - 619 Fixed income (f) - 9,766 9,766 - 9,766

Total deposits in trust at fair value by tier $ 619 $ 21,400 $ 22,019 $ - $ 22,019

See annotations on page 19 and 20.

-17- In accordance with ASC 820, fair values are determined by the use of calculated net asset value per ownership share. As of June 30, 2017 the University investments that feature net asset value per share are as follows:

Redemption frequency if Redemption Fair Value Unfunded currently Notice (In thousands) Commitments eligible Period

Domest ic and Daily, Monthly, international equities (b) $-393,263 $ Quarterly, Yearly 1-180 days

Monthly, (d) Absolute return hedge funds 113,692 - Quarterly, Yearly 30-90 days

(e) Enhanced fixed income hedge funds 60,532 28,172 Quarterly 90 days

(g) Private equity 201,421 154,937 N/A N/A

(h) Private and public real assets 147,180 61,440 N/A N/A

Total $999,224 $244,549

Annotations are applicable to page 16 in addition to above table. (a) This category includes investments in money market accounts as well as cash and cash equivalents. (b) This category includes direct ownership of equities, mutual funds, and investments in partnerships (valued at NAV) that invest primarily in common stocks across various sectors and market caps and across different geographic regions. 100% of these investments were valued using NAV. Of the NAV investments approximately 83% of the value of this category were liquid as of June 30, 2017. Most of these funds do not normally short or employ leverage. (c) This category includes investments in hedge funds that invest primarily in equities, both long and short. Managers of these funds have the ability to shift investments by geography, sector, and exposure, both on a net and gross basis. Investments representing approximately 83% of the value of this category were liquid as of June 30, 2017. Generally, restriction periods range from three to thirty six months as of June 30, 2017. (d) This category includes investments in hedge funds that invest in event-related equity and credit, arbitrage, fixed income relative value, quantitative strategies, and other marketable assets and strategies. The category is comprised of approximately 40% equity and the remainder in debt and other investments, and provides a consistent return, with low volatility and limited correlation to equity and fixed-income markets. Investments representing approximately 87% of the value of this category were liquid as of June 30, 2017. Generally, restriction periods range from three to twenty one months as of June 30, 2017. (e) This category includes investments in hedge funds where managers pursue opportunistic exposure to distressed, emerging market and high-yield debt. The managers may also hold positions in post-bankruptcy reorg equity and other derivative instruments. The goal is to provide an attractive risk-adjusted return while targeting outperformance over the broader high-yield markets. 11% of the investments in this category were liquid because of lockup restrictions as of June 30, 2017. (f) This category includes direct ownership of domestic and international corporate and governmental bonds and notes, as well as mutual funds owning such investments. (g) This category includes private equity partnerships, including buyout, growth, venture capital, and distressed investment firms. These investments cannot be redeemed but are subject to liquidation distributions as the underlying investments are liquidated. Most funds have a primary term of ten years. Approximately 33% of private equity is in buyout strategies, 53% in growth strategies, 6% in venture capital, and 8% in distressed.

-18- (h) This category includes several partnerships in oil and gas and U.S. real estate funds. These investments cannot be redeemed but are subject to liquidation distributions as the underlying investments are liquidated. Most funds have a primary term of ten years. Approximately 67% of this category is in oil and gas and natural resources partnerships. The remaining 33% is in real estate funds.

In accordance with ASC 820, fair values are determined by the use of calculated net asset value per ownership share. As of June 30, 2016 the University investments that feature net asset value per share are as follows:

Redemption Frequency if Redemption Fair Value Unfunded Currently Notice (in thousands) Commitments Eligible Period

Domestic and Daily, Monthly, international equities (b) $ 335,329 $ - Quarterly, Yearly 1-180 days

Equity long/short hedge funds (c) 70,452 - Quarterly 30-60 days

Monthly, Absolute return hedge funds (d) 122,053 - Quarterly, Yearly 30-90 days

Enhanced fixed income hedge funds (e) 30,377 9,647 Quarterly 90 days

Private equity (g) 170,301 146,611 N/A N/A

Private and public real assets (h) 142,673 59,755 N/A N/A

Total $ 871,185 $ 216,013

Annotations are applicable to page 17 in addition to above table. (a) This category includes investments in money market accounts as well as cash and cash equivalents. (b) This category includes direct ownership of equities, mutual funds, and investments in partnerships (valued at NAV) that invest primarily in common stocks across various sectors and market caps and across different geographic regions. $335,329 of these investments were valued using NAV. Of the NAV investments approximately 91% of the value of this category were liquid as of June 30, 2016. Most of these funds do not normally short or employ leverage. (c) This category includes investments in hedge funds that invest primarily in equities, both long and short. Managers of these funds have the ability to shift investments by geography, sector, and exposure, both on a net and gross basis. Investments representing approximately 82% of the value of this category were liquid as of June 30, 2016. Generally, restriction periods range from three to thirty six months as of June 30, 2016. (d) This category includes investments in hedge funds that invest in event-related equity and credit, arbitrage, short selling, and other marketable assets and strategies. The category is comprised of approximately 38% equity and the remainder debt and other investments, and provides a consistent return, with low volatility and limited correlation to equity and fixed-income markets. Investments representing approximately 83% of the value of this category were liquid as of June 30, 2016. Generally, restriction periods range from three to twenty one months as of June 30, 2016. (e) This category includes investments in hedge funds where managers pursue opportunistic exposure to distressed, emerging market and high-yield debt. The managers may also hold positions in post-bankruptcy reorg equity and other derivative instruments. The goal is to provide an attractive risk-adjusted return while targeting outperformance over the broader high-yield markets. 17% of the investments in this category were liquid because of lockup restrictions as of June 30, 2016. (f) This category includes direct ownership of domestic and international corporate and governmental bonds and notes, as well as mutual funds owning such investments.

-19- (g) This category includes private equity partnerships, including buyout, growth, venture capital, and distressed investment firms. These investments cannot be redeemed but are subject to liquidation distributions as the underlying investments are liquidated. Most funds have a primary term of ten years. Approximately 28% of private equity is in buyout strategies, 56% in growth strategies, 6% in venture capital, and 10% in distressed. (h) This category includes several partnerships in oil and gas and U.S. real estate funds. These investments cannot be redeemed but are subject to liquidation distributions as the underlying investments are liquidated. Most funds have a primary term of ten years. Approximately 54% of this category is in oil and gas and natural resources partnerships. The remaining 46% is in real estate funds.

Endowment dividend and interest income, net of expenses, amounted to approximately $(3.9) and $(2.2) million, respectively, for the years ended June 30, 2017 and 2016. In accordance with the University’s endowment spending policy, $53.5 and $54.5 million of accumulated gains were used to fund current operations for the years ended June 30, 2017 and 2016, respectively. Unrestricted investment income and gains consist primarily of earnings on unspent bond proceeds and other amounts.

Temporarily restricted net assets at June 30, 2017 and 2016 include annuity, life income, and other investments at market value of approximately $32.2 and $34.4 million, respectively.

Permanently restricted net assets at June 30, 2017 and 2016, include the investment assets at fair value of the Tulane Murphy Foundation (the Foundation) that amounted to $79.8 and $77.9 million, respectively. The University is the sole beneficiary of the Foundation, and a majority of the Foundation’s directors are members of the University’s board of administrators. During the years ended June 30, 2017 and 2016, income from the Foundation, which is restricted to specific purposes, amounted to approximately $2.4 and $2.6 million, respectively.

Investment return, net of investment management fees of $16.2 and $16.1 million for 2017 and 2016, respectively, is composed of the following for the years ended June 30, 2017 and 2016 (in thousands):

2017 2016 Operating: Endowment income $ 50,789 $ 53,617 Investment income and gains, net 4,940 3,937

Total operating return 55,729 57,554

Non operating: Net realized and unrealized gains 163,299 (8,502) Accumulated gains used for spending (53,537) (54,544)

Total non-operating return 109,762 (63,046)

Total investment return $165,491 $ (5,492)

-20- 7. TEMPORARILY AND PERMANENTLY RESTRICTED NET ASSETS

Temporarily restricted net assets at June 30, 2017 and 2016, (in thousands) benefit the following functions:

2017 2016

Academic departments and instruction $559,306 $485,916 Student financial aid and scholarship 90,417 86,543 Capital projects 49,994 46,125 Operations 37,570 38,225

Total $737,287 $656,809

Permanently restricted net assets at June 30, 2017 and 2016, (in thousands) benefit the following functions:

2017 2016

Academic departments and instruction $385,524 $377,141 Student financial aid and scholarship 200,331 185,730 Operations 41,518 36,356

Total $627,373 $599,227

8. ENDOWMENT FUNDS AND DISCLOSURES UNDER ASC 958-205

Management for the University, with the board of administrator’s concurrence, has interpreted the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA) as not expressly requiring the preservation of purchasing power (real value) for donor- restricted endowment funds absent donor stipulations to the contrary.

The University classifies as permanently restricted net assets the original value of gifts donated for permanent endowment, any subsequent gifts to such endowments, and accumulations subsequently made at the direction of the applicable donor instrument.

-21- Endowment funds, net asset composition as of June 30, 2017 and 2016 (in thousands):

2017 Temporarily Permanently Unrestricted Restricted Restricted Total

Donor restricted endowment funds $ - $550,697 $627,373 *$ 1,178,070 Board designated endowment funds 119,670 - - 119,670

Total endowment funds $119,670 $550,697 $627,373 $ 1,297,740

2016 Temporarily Permanently Unrestricted Restricted Restricted Total

Donor restricted endowment funds $ - $476,567 $599,227 *$ 1,075,794 Board designated endowment funds 86,423 - - 86,423

Total endowment funds $ 86,423 $476,567 $599,227 $ 1,162,217

* Funds reflect original gift corpus adjusted for any donor requirements.

-22- Changes in endowment funds, net assets for the years ended June 30, 2017 and 2016 (in thousands):

2017 Temporarily Permanently Unrestricted Restricted Restricted Total

Net assets, beginning of year $ 86,423 $ 476,567 $ 599,227 $ 1,162,217

Investment return: Net appreciation (realized and unrealized) 38,391 122,523 - 160,914

Total investment return 38,391 122,523 - 160,914

New gifts - - 27,312 27,312 Endowment assets used for expenditure (5,144) (48,393) - (53,537) Other - - 834 834

Total non investment changes (5,144) (48,393) 28,146 (25,391)

Net assets, end of year $ 119,670 $ 550,697 $ 627,373 $ 1,297,740

2016 Temporarily Permanently Unrestricted Restricted Restricted Total

Net assets, beginning of year $ 92,193 $ 533,554 $ 583,575 $ 1,209,322

Investment return: Net appreciation (realized and unrealized) 3,581 (12,083) - (8,502)

Total investment return 3,581 (12,083) - (8,502)

New gifts 425 - 15,078 15,503 Endowment assets used for expenditure (9,664) (44,880) - (54,544) Other (112) (24) 574 438

Total non investment changes (9,351) (44,904) 15,652 (38,603)

Net assets, end of year $ 86,423 $ 476,567 $ 599,227 $ 1,162,217

Composition of endowed funds—The University’s endowment fund assets are managed around asset components with different characteristics. These are pooled endowment funds, funds managed under the Louisiana Education Quality Support Fund (LEQSF), separately invested endowment funds, and University-owned real estate.

-23- The approximate asset composition of these funds at June 30, 2017 and 2016, is as follows:

2017 2016

Pooled funds $ 941,776 *$ 832,270 * LEQSF pooled funds 200,776 178,648 Separately invested funds 112,498 ** 120,017 ** Contributions receivable 34,692 24,632 Investment income receivables and other 7,998 6,650

Total endowment related net assets $ 1,297,740 $ 1,162,217

* This category includes $31.8 million in University-owned real estate that returned approximately $0.6 and $1.0 million in net rents and royalties for the years ended June 30, 2017 and 2016, respectively.

** This category includes an investment of approximately $20.7 and $29.0 million in Murphy Oil Corporation and Murphy USA, Inc. common stock at June 30, 2017 and 2016, respectively.

Return Objectives and Risk Parameters

The University has adopted endowment investment and spending policies relative to its pooled endowment funds that attempt to provide a predictable stream of funding to programs supported by its endowment while ensuring that purchasing power of the assets do not decline over time. The pooled endowment assets are invested long term in a manner intended to produce results that exceed the rate of inflation, plus the payout percentage.

The Board of Regents of Louisiana (BOR) provides investment guidelines for LEQSFs that are more restrictive in terms of investment choices that are available. Accordingly, these funds are managed with the expectation of lower volatility and with a bias toward preservation of capital. Even so, the long-term expectation is that these funds will generally return inflation, plus 5%.

Separately invested funds are managed to meet donor expectations.

Strategies Employed for Achieving Objectives—To satisfy its long-term rate of return objectives, 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 University targets a diversified asset allocation that places a greater emphasis on equity-based investments to achieve its long-term return objectives within prudent risk constraints.

Spending Policies and Investment Objectives—The University has a policy with respect to its pooled endowment funds of appropriating for distribution each year approximately 5% of its pooled endowment fund’s average fair value over the prior 12 quarters through the calendar year-end preceding the fiscal year in which the distribution is planned.

-24- This policy is consistent with the objective of maintaining the purchasing power of the endowment assets, as well as to provide additional real growth through investment return. In the years ended June 30, 2017 and 2016, the University used approximately $40.4 and $37.1 million, respectively, in pooled endowment assets for spending.

The BOR provide spending guidelines for those accounts that are matched by state funds through the LEQSF program. Those guidelines generally provide for preservation of capital and by averaging the fund values of the previous five years. Generally, values that fall below the CPI-adjusted balances will forgo a distribution in the subsequent year. For fiscal 2014, the BOR permanently suspended application of the CPI feature of its payout formula, thus allowing payouts when fund value is higher than original fund corpus. In the years ended June 30, 2017 and 2016, the University used approximately $8.3 and $8.0 million, respectively, in such assets for spending.

Separately invested funds generally produce dividends and interest that are then made available for spending. In the years ended June 30, 2017 and 2016, such items totaled $2.0 and $2.5 million, respectively.

Endowment Assets used for Spending—The University made $53.5 and $54.5 million of endowment assets available for spending in the years ended June 30, 2017 and 2016, respectively.

9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following at June 30, 2017 and 2016 (in thousands):

2017 2016

Land $ 23,598 $ 23,598 Buildings and improvements 1,157,347 1,123,114 Equipment 209,461 204,988 Library books and materials 207,407 197,350 Construction in progress 46,804 23,853

Gross property, plant and equipment 1,644,617 1,572,903

Less: accumulated depreciation (730,106) (688,260)

Property, plant and equipment, net $ 914,511 $ 884,643

The University capitalizes interest related to construction of major facilities. Capitalized interest is recorded as part of the related asset, and is amortized over the asset’s estimated useful life. Capitalized interest amounted to $1.3 and $0.7 million for the years ended June 30, 2017 and 2016, respectively.

Purchases of property, plant and equipment included in accounts payable as of June 30, 2017 and 2016 total $7.5 and $5.2 million, respectively.

-25- 10. NOTES PAYABLE AND LINES OF CREDIT

Notes payable at June 30, 2017 and 2016, consist of the following (in thousands):

2017 2016

Amounts drawn under four short term credit lines, as described below $ - $ 98,000 One secured note for $1,500 due in monthly installments of $8 through 2036 with interest fixed at 4%. 1,165 1,235 Term note for $30,192 dated February 28, 2014. Principal installments commenced April 1, 2014 at $100 per quarter and peak in fiscal 2038 at $1,300 per quarter. The note terms out on January 1, 2039. The note may be put by the noteholder in fiscal 2024 and every 5 years thereafter. Interest is borne at Libor plus 185 basis points. (3.0% and 2.5% at June 30, 2017 and 2016). 28,893 29,293

Total notes payable $30,058 $128,528

The University had $150 and $200 million in lines of credit with four banks to meet short- term seasonal cash requirements at June 30, 2017 and 2016, respectively. The lines expire as follows: $40 million on May 18, 2018, $20 million on March 24, 2018, $50 million on December 15, 2017, and $40 million on May 30, 2018. Principal is payable upon demand. At June 30, 2017 and 2016, there was $0 and $98 million drawn on these lines, respectively. Interest rates applicable to these lines are based on several defined LIBOR indices.

The annual maturities for the $30,192 term note are $425 in 2018, $500 in 2019, $500 in 2020, $500 in 2021, $500 in 2022, and $26,468 for the periods remaining through 2039.

-26- 11. BONDS PAYABLE

Bonds payable consist of the following at June 30, 2017 and 2016 (in thousands):

2017 2016

Mortgage Bonds Series 1982 with annual maturities through 2022, fixed interest rate of 3.00%. 510$ $ 595

Tax exempt Louisiana Public Facilities Authority Refunding Revenue Bonds Series 2007A-1 with annual maturities of $1,315 to $13,805 from 2017 through 2035, fixed interest rates from 4% to 5%, was refinanced during the fiscal year. - 150,295

Tax exempt Louisiana Public Facilities Authority Refunding Revenue Bonds Series 2007A-2 with annual principal payments of $1,220 to $2,970 from 2015 through 2036, bearing interest at 67% of Three Month LIBOR plus 70 basis points. The rates in effect at June 30, 2017 and 2016 were 1.49% and 1.12%, respectively. 39,580 40,910

Tax exempt Louisiana Public Facilities Authority Refunding Revenue Bonds Series 2007B with maturities of $1,440 to $2,510 are due from 2021 to 2033. The series was issued as taxable with conversion to tax exempt rates scheduled for December 18, 2007. The conversion took place as scheduled. The fixed interest rates in effect at June 30, 2017 is 4.55% on the bonds due in 2022 and 4.65% on the bonds due in 2033. 25,055 25,055

The Administrators of the Tulane Educational Fund Series 2007C Taxable Refunding Revenue Bonds with annual principal payments ranging from $2,345 to $7,590 from 2016 through 2036, bearing interest at three month LIBOR plus 30 basis points. The rates in effect at June 30, 2017 and 2016 were 1.48% and 0.93%, respectively. 91,355 93,990

Tax exempt Louisiana Public Fac ilities Authority Revenue Bonds, Series Series 2009 (Dormitory) was delivered on December 9, 2009 and matures December 9, 2041. The face value of the issue is $30,000 with draws made to fund construction. Principal is due in annual installments ranging from $100 to $5,500 due from 2016 to 2042. These bonds can be called at any time and may be put by the bondholder in fiscal 2020 and every 5 years thereafter. The interest rate is fixed at 2.33%. 29,235 29,335

(Continued)

-27- 2017 2016

Tax exempt Louisiana Public Facilities Authority Bonds, Series 2010 (Energy) were delivered on March 25, 2010 and mature on March 25, 2042. The face value of the issue is $30,000 with draws made to fund construction. Principal is scheduled in annual installments beginning in fiscal 2014 at $100 and ending in fiscal 2042 with $3,865. The bonds may be called at any time and may be put by the bondholder in fiscal 2020 and every 5 years thereafter. The interest rate is fixed at 2.33%. $ 28,850 $ 28,950

Tax exempt Louisiana Public Facilities Authority Revenue Bonds, Series 2012 was delivered on May 24, 2012 and matures in fiscal 2027. The face value of the issue is $11,325 with draws being made to fund technology improvements and equipment. Principal is scheduled in bi-annual installments beginning in 2014 at $500, with a bullet payment of $5,825 due on May 24, 2019. The rate is fixed at 2.15%. 7,325 8,325

Tax exempt Louisiana Public Facilities Authority Revenue Bond Series 2013A with annual maturities of $2,860 with a bullet payment of $12,705 due on January 1, 2023. The rate is fixed at 2.25%. 27,720 30,580

Tax exempt Louisiana Public Facilities Authority Revenue Bond Series 2013B with annual maturities of $11,965 to $14,255 from 2037 through 2041, fixed interest rates from 4% to 5%. 65,670 65,670

The Administrators of the Tulane Educational Fund Series 2013C Taxable Refunding Revenue Bonds with annual principal payments ranging from $1,380 to $6,700 from 2042 to 2048, fixed interest rate of 5.0%. 36,985 36,985

The Administrators of the Tulane Educational Fund Series 2013D Taxable Refunding Revenue Bonds with annual principal payments ranging from $4,850 to $6,225 from 2036 to 2037, and from $6,035 to $8,200 from 2042 to 2048, fixed interest rates from 5.25% to 5.434%. 60,575 60,575

The Louisiana Public Facilities Authority Revenue and Refunding Bond Series 2016A with principal payments ranging from $1,305 to $13,760 from 2017 to 2046. Fixed interest rates with an average rate of 4.597%. 173,295 -

The Louisiana Public Facilities Authority Taxable Revenue and Refunding Bonds Series 2016B with principal payments ranging from of $4,170 to $11,474 from 2017 to 2041. Fixed interest rates with an average rate of 4.346%. 91,820 -

677,975 571,265

Bond underwriters net premium and discount 24,103 5,755

Deferred financing costs (7,904) (8,736)

Bonds payable $ 694,174 $ 568,284

(Concluded)

-28- The 2007 Series A-1 proceeds were used to establish a proceeds fund to defease portions of five earlier tax exempt bond issues. The 2007 Series A-2 series were used to redeem $61 million in previously issued taxable bonds. The 2007 Series B proceeds were used to escrow $31.820 million toward redemption of certain 1997 tax exempt issues. The 2007 Series C proceeds were applied toward escrows established to defease portions of six previous tax exempt issues and three previous taxable issues.

The University issued tax exempt bonds in 2010 through the Louisiana Public Facilities Authority (LPFA) to support undergraduate campus dormitory construction and medical school campus infrastructure improvements. The Series 2010 bonds were fully drawn by December 31, 2010. The Series 2009 bonds have been fully drawn to match construction requirements that concluded in December 2012. In each case, the bond purchaser is a large commercial bank.

During 2012, the University purchased par $16.495 million of 2007 Series A-2 bonds. The trustee was instructed to retire these bonds. A realized gain of $1.922 million was included in other revenues on the statement of activities during the year ended June 30, 2012.

The University issued tax-exempt bonds in 2013 through the LPFA (2013A and B Series) to support stadium construction, undergraduate dormitory construction, and medical school and uptown campus infrastructure improvements. Taxable bonds Series 2013C provided financing for similar projects.

The University also issued taxable bonds (Series 2013D) in order to refund $42.27 million of 2007 Series A-1 bonds and $8.43 million of 2007 Series B bonds.

During the year ended June 30, 2017, the University issued tax-exempt bonds through the LPFA (2016A and B Series) to refinance outstanding 2007A-1 bonds, support business school construction, purchase energy conservation equipment and improvements and other campus improvements. In connection with the issuance of the 2016A and 2016B Series bonds, unamortized debt issuance costs included in the loss on early extinguishment of debt totaled $2.7 million and reflects a non-cash financing activity.

The annual principal maturities for bonds payable at June 30, 2017 are as follows (in thousands).

Fiscal Year

2018 $ 10,165 2019 16,195 2020 14,530 2021 15,120 2022 15,005 2023 and thereafter 606,960

Total $677,975

All of the above-described outstanding bonds payable, excluding the mortgage bonds payable, are general obligations of the University. The University is required to comply with certain covenants that, if not met, limit the incurrence of additional certain long-term indebtedness and the sale of certain assets. Management believes the University was in compliance with its covenants at June 30, 2017 and 2016. The mortgage bonds are

-29- secured by first mortgages on the facilities financed and by endowment and similar fund investments in government bonds having a book value and a market value approximating $0.2 million at June 30, 2017 and 2016. In addition, annual net revenues from the residence halls and from student fees are pledged for debt service to the mortgage bonds.

12. DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of all significant financial instrument amounts has been determined by the University using available market information and appropriate valuation methodologies. The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Accounts and Contributions Receivable—The University considers the carrying amounts of these financial instruments to approximate fair value.

Loans Receivable—Loans receivable are amounts principally due from students under federally sponsored programs that are subject to significant restrictions. Accordingly, it is not practical to determine fair value.

Investments—Investments at fair value were approximately $1.281 and $1.157 billion at June 30, 2017 and 2016, respectively. Market values are used when available. Other investments totaling approximately $45 and $44 million at June 30, 2017 and 2016, respectively, are reported at carrying values because it was not practical to apply fair valuation techniques and application of such techniques was not expected to result in materially different values (see Note 6).

Bonds Payable—The fair value was approximately $686 and $568 million at June 30, 2017 and 2016, respectively. The fair value was estimated using rates currently available for debt with similar terms and remaining maturities.

Other—The University considers the carrying amounts of all other financial instruments to be a reasonable estimate of fair value.

13. RETIREMENT PLANS

Retirement benefits for substantially all employees are provided through the Teachers Insurance and Annuity Association, the College Retirement Equities Fund and Fidelity Investments. Under these defined contribution plans, contributions are applied, as directed by each participant, to annuities and/or to the purchase of shares or participation units in a variety of mutual funds. The amount of contributions made by the University is based upon the employee’s salary. Plan contributions are funded as they accrue. For the years ended June 30, 2017 and 2016, employer contributions to the plans were approximately $22.3 and $22.0 million, respectively.

Early Retirement Program

On October 13, 2015, the University announced a voluntary separation program for eligible staff members who wish to retire or move to another position outside the University. Amounts of $3.5 and $6.6 million in voluntary separation package benefits have been expensed in relation to these activities and is included in Institutional Support in the accompanying statement of activities for the years ended June 30, 2017 and 2016, respectively.

-30- 14. PROFESSIONAL LIABILITY INSURANCE

The University maintains a self-insurance program for professional medical services rendered by its medical faculty, including residents and interns. The trust fund assets of $10.3 and $11.3 million and associated liabilities of $10.7 million at June 30, 2017 and 2016, respectively, are included in unrestricted net assets.

During 1976, the State of Louisiana enacted legislation that created a statutory limit of $500,000 for each medical professional liability claim and established the Louisiana Patient Compensation Fund (State Insurance Fund) to provide professional liability insurance to participating health care providers. The constitutionality of the statutory limit has been upheld by the Louisiana Supreme Court, but is subject to its review at any time. The University participates in the State Insurance Fund, which provides up to $400,000 of coverage for settlement amounts in excess of $100,000 per claim. The University carries commercial liability insurance for claims that might exceed amounts funded by the self- insurance trust fund or the State Insurance Fund.

15. COMMITMENTS AND CONTINGENCIES

Amounts received and expended by the University under various federal and state programs are subject to audit by governmental agencies. Management believes that adjustments, if any, that might result from such audits would not have a significant impact upon the financial position of the University.

The University is a party to various litigation and other claims, the outcome of which cannot be presently determined. Management’s opinion is that the outcome of such matters would not have a significant effect upon the University’s financial position or statement of activities.

Office of Inspector General (OIG) Audit

Audit Regarding FEMA Disaster Cost Recoveries

-31- proceeds. FEMA’s determination regarding the allocation methodology was consistent with the University’s methodology. In a memorandum dated October 3, 2016, the OIG closed the first phase of the audit, concluding that no further action was required. The insurance allocation issue may, however, be subject to review by FEMA when it closes out the public assistance process.

Regarding the second phase, on August 26, 2013, the OIG publicly released its final report on the University’s procurement practices and questioned $46.2 million as ineligible contract costs. On December 19, 2013, FEMA responded to an OIG finding concerning $5.5 million in discounts given to Tulane by its general contractor. The OIG had advised FEMA to insure that the University not be reimbursed for the $5.5 million in discounts. FEMA agreed, and the OIG closed this finding on December 20, 2013. On October 31, 2014, FEMA issued an audit response to OIG’s suggested disallowance of approximately $5.6 million of costs regarding four contracts deemed as ineligible by OIG. FEMA reviewed the four contracts and determined that the entire amount of each of these contracts were fair and reasonable, resulting in no de-authorization of previously committed funding. The OIG was satisfied with FEMA’s response, and on December 2, 2014, closed this particular finding. On June 19, 2015, FEMA responded to the OIG’s recommendation to disallow approximately $35 million as prohibited excessive markups on contract costs. FEMA disagreed with this OIG finding, in part, on the basis that the costs were fair and reasonable. On July 18, 2017, the OIG responded to FEMA’s June 19, 2015 report, disagreeing with FEMA and reasserting OIG’s belief that FEMA should disallow approximately $35 million that constituted prohibited excessive markups on contract costs. OIG requested that FEMA respond to OIG’s latest report no later than October 16, 2017. Due to Hurricanes Harvey and Irma, FEMA requested an extension until January 2018 within which to respond to the July 2017 OIG reports on phase two. The ultimate disposition of this claim is uncertain.

Regarding the third phase, on October 22, 2014, the OIG publicly released its final report as part of its audit of the support and eligibility of specific costs that the University has claimed, recommending that FEMA disallow $13 million of such costs. FEMA responded to this OIG report on December 18, 2015, agreeing in part with the recommendations OIG made in the report. FEMA determined to de-authorize approximately $4,500,000 of funding FEMA previously committed to the University. FEMA more recently updated this calculation and now seeks to de-authorize approximately $4,800,000 of funding previously committed to the University. On July 18, 2017, the OIG responded to FEMA’s December 18, 2015 report, agreeing in part and disagreeing in part. In addition to the $4,800,000 identified by FEMA for de-authorization, the OIG agreed with FEMA in the de-authorization of approximately $300,000 in costs identified as duplicative and $91,222 of unsupported costs. OIG requested that FEMA respond, no later than October 16, 2017, to the items from the OIG’s latest report where FEMA and the OIG disagree. Due to Hurricanes Harvey and Irma, FEMA requested an extension until January 2018 within which to respond to the July 2017 OIG reports on this phase also. The ultimate disposition of the third phase of the audit is also uncertain.

-32- The following constitutes a summary of the University’s cumulative funding from FEMA at June 30, 2017 and 2016 (in thousands):

2017 2016

Cumulative FEMA cash received $144,352 $140,682 Receivable from FEMA 530 1,381

Total FEMA cash received and receivable $144,882 $142,063

Cumulative FEMA advances recognized as recoveries$ 132,260 $127,823 FEMA advances recorded as deferred revenue 12,622 14,240

Total cost recoveries and deferred revenue $144,882 $142,063

Operating Leases—Lessee

The University leases certain real property and equipment. These leases are classified as operating leases and have lease terms ranging up to 20 years. Total lease payments amounted to approximately $6.7 and $5.3 million, respectively, for the years ended June 30, 2017 and 2016. Future minimum rental payments on noncancellable operating leases with lease terms in excess of one year as of June 30, 2017 are as follows (in thousands):

Fiscal Year Amount

2018 $ 6,742 2019 5,399 2020 5,166 2021 4,876 2022 4,640 2023 and thereafter 26,353

Total $53,176

-33- Operating Leases—Lessor

The University leases office and other rental space to other businesses. Lease terms range from one to 99 years, with options of renewal for additional periods. All such property leases provide for minimum annual rentals and all rental revenue has been recorded on a straight-line basis. Following is a schedule by years of future minimum rental payments under operating leases as of June 30, 2017 (in thousands):

Fiscal Year Amount

2018 $ 2,435 2019 2,322 2020 2,373 2021 1,375 2022 1,201 2023 and thereafter 77,641

Total $87,347

The 99-year land lease dated March 1995 relates to the hospital/clinic as described in Note 16.

Interest Rate Collars and Swaps (in thousands)

The University has entered into interest rate swap agreements in order to fix variable interest rates when terms have been advantageous. The University is not required to post collateral under any of its outstanding swaps.

In January 2009, the University entered into a forward-starting swap of interest rates that became effective February 15, 2011 to hedge certain of the Series 2007C Bonds (“Swap A”). Under Swap A, which had an original notional amount of $103.1 million that amortizes with the Series 2007C Bonds, the University pays a fixed rate of 3.195% (as subsequently amended) and the swap provider pays a three-month U.S. Dollar LIBOR rate. Swap A had an original termination date of February 2017.

In a second swap arrangement that hedges the Series 2007A-2 Bonds, the University pays a fixed interest rate of 2.334% (as subsequently amended) and receives 67% of three- month LIBOR on an original notional amount of $62.2 million that amortizes with the Series 2007A-2 Bonds (“Swap B”). Swap B had an original termination date of February 2017.

Swap A and Swap B were modified in July 2015 to extend their termination dates to February 15, 2036. In connection with these maturity date extensions, effective May 15, 2015, the fixed rate Swap A (current notional amount of $93,990), was amended to 3.1296%, and the fixed rate on the Swap B (current notional amount of $55,680) was amended to 2.1018%.

The combined values of the above agreements at June 30, 2017 and 2016 were approximately $9,336 and $21,097 in favor of the swap providers, as reflected in the line item accounts payable and accrued liabilities.

-34- The fair value of the interest rate swap is based on the present value of the fixed and floating portions of the agreements and, therefore, is considered a Tier 3 input (see Note 6). A roll forward of the fair value measurements for the University’s financial liability measured at estimated fair value on a recurring basis using significant unobservable (Level 3) inputs for years ended June 30, 2017 and 2016 is as follows (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Total Realized/Unrealized Gains (Losses) included in: Purchases, Realized Unrealized Sales, Transfer In Balance, Gains Gains Issuances and and/or Out Balance, July 1, 2016 (Losses) (Losses) Settlements of Level 3 June 30, 2017

Interest rate swaps $(21,097) $ - $ 11,761 $ - $ - $(9,336)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Total Realized/Unrealized Gains (Losses) included in: Purchases, Realized Unrealized Sales, Transfer In Balance, Gains Gains Issuances and and/or Out Balance, July 1, 2015 (Losses) (Losses) Settlements of Level 3 June 30, 2016

Interest rate swaps $(5,440) $ - $(15,657) $ - $ - $(21,097)

16. HOSPITAL/CLINIC JOINT VENTURE

Effective March 31, 1995, the University entered into a joint venture agreement with Hospital Corporation of America (HCA), for the continued operation of the Tulane University Hospital and Clinic. Under the joint venture agreement, a new entity, UHS, a Louisiana limited liability corporation, was formed. Through June 30, 2005, the University retained a 20% interest in UHS. Effective July 1, 2005, the University accepted a dilution in interest to 17.25% when HCA contributed Lakeside Hospital to the partnership. Under the terms of the joint venture agreement, the University provides services to UHS under a shared services agreement, an academic affiliation agreement, and other related agreements. These services include a variety of overhead services, such as plant operations and security, as well as a variety of direct and indirect medical educational and related services. Additionally, the University leases to UHS the land upon which the hospital and clinic facilities are located, and leases office space to UHS and to HCA in a university-owned building.

For the years ended June 30, 2017 and 2016, the University recorded revenue and cost recoveries of approximately $55.7 and $55.0 million, respectively, and as of June 30, 2017 and 2016, recorded approximately $5.6 and $3.6 million, respectively, as receivable from UHS, related to these agreements.

The University’s share of the joint venture’s equity at June 30, 2017 and 2016 was zero.

-35- 17. SUBSEQUENT EVENTS

The University completed its subsequent events reviews through October 23, 2017. There were no material subsequent events as of that date which would require disclosure in or adjustment to the financial statements.

******

-36- [THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX C

CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS

[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C

CERTAIN DEFINITIONS AND SUMMARY OF PRINCIPAL DOCUMENTS (SERIES 2017A BONDS AND SERIES 2017B BONDS)

The following are definitions of certain words and terms used in this Official Statement. Words and terms used in this Official Statement which are not defined below or elsewhere in this Official Statement have the meanings set forth in the Indenture and the Agreement. Unless specifically indicated herein, references to "Indenture" shall be deemed to refer to the Series 2017A Indenture and the Series 2017B Indenture; references to "Agreement" shall be deemed to refer to the Series 2017A Agreement and the Series 2017B Agreement; and references to "Bonds" shall be deemed to refer to the Series 2017A Bonds and the Series 2017B Bonds.

"Acquisition Fund" means the fund of that name created under the Indenture.

"Act" means collectively the Public Trust Act and the Refunding Act.

"Additional Bonds" means bonds, if any, issued in one or more series on a parity with the Bonds.

"Administrative Expenses" means the necessary, reasonable and direct out-of-pocket expenses incurred by the Authority or the Trustee pursuant to the Agreement and the Indenture, the compensation of the Trustee under the Indenture (including, but not limited to any annual administrative fee charged by the Trustee), and the necessary, reasonable and direct out-of-pocket expenses of the Trustee incurred by the Trustee in the performance of its duties under the Indenture.

"Agreement" means, collectively, the Series 2017A Loan Agreement and the Series 2017B Loan Agreement.

"Authority" means the Louisiana Public Facilities Authority, a public trust and public corporation of the State of Louisiana, created by the provisions of the Public Trust Act, or any agency, board, body, commission, department or officer succeeding to the principal functions thereof or to whom the powers conferred upon the Authority by said provisions shall be given by law.

"Authorized Authority Representative" means the person(s) at the time designated to act under the Agreement and the Indenture on behalf of the Authority by a written certificate furnished to the University and the Trustee containing the specimen signature of such person(s) and signed on behalf of the Authority by the Chairman, Vice Chairman, Secretary or Assistant Secretary of the Authority. Such certificate may designate an alternate or alternates.

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

"Authorized University Representative" means each of the following officers of the University: the Senior Vice President and Chief Operating Officer, and the Vice President for Finance and Controller.

"Beneficial Owner" means, so long as a book-entry system of registration is in effect pursuant to the Indenture, the actual purchaser of the Bonds.

"Bond Counsel" means a firm of attorneys of nationally recognized standing in the field of law relating to municipal bond law and the excludability of interest on state or local bonds from gross income of the owners of the Bonds for purposes of federal income taxation, selected by the Authority and acceptable to the University.

C-1 "Bond Proceeds Fund" means the fund of that name created under the Indenture.

"Bond Register" means, when used with respect to the Bonds, the registration books maintained by the Trustee pursuant to the Indenture.

"Bondholder" or "owner," when used with reference to a Bond or Bonds, means the registered owner of any outstanding Bond or Bonds.

"Bonds" means, collectively, the Series 2017A Bonds and the Series 2017B Bonds.

"Business Day" means any day other than (i) a Saturday, (ii) a Sunday, (iii) any other day on which banking institutions in New York, New York, or New Orleans, Louisiana, are authorized or required not to be open for the transaction of regular banking business, or (iv) a day on which the New York Stock Exchange is closed.

"Closing Date" means the date on which the Bonds are delivered and payment therefor is received by the Authority.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder.

"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement of the University dated the Closing Date, as the same may be amended or supplemented from time to time in accordance with its terms.

"Costs of Issuance Account" means the account so designated which is established pursuant to the Indenture.

"Costs of the Project" means those costs incurred by the University in connection with the Project, as set forth in the Indenture.

"DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors and assigns, including any successor securities depositories appointed pursuant to the Indenture.

"Debt Service Fund" means the fund of that name created under the Indenture.

"Defeasance Obligations" means

(a) Direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America;

(b) Cash;

(d) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities.

"Excluded Property" means:

(i) the Tulane Stadium site located in Orleans Parish, Louisiana, comprising approximately 31.7 acres of land as described in Exhibit B to the Agreement, together with improvements thereon;

C-2 (ii) the Tulane National Primate Research Center site located in St. Tammany Parish, Louisiana, comprising approximately 500 acres of land as described in Exhibit C to the Agreement, together with improvements thereon;

(iii) the F. Edward Hebert Center site located on the west bank of the Mississippi River in Plaquemines Parish, Louisiana, comprising approximately 500 acres of land described in Exhibit D to the Agreement, together with improvements thereon;

(iv) a portion of the Tulane School of Medicine site located in Orleans Parish, Louisiana, comprising approximately 1.19 acres of land as described in Exhibit E to the Agreement, together with improvements thereon;

(v) a site adjacent to the Tulane School of Medicine site located in Orleans Parish, Louisiana, as described in Exhibit F to the Agreement, together with improvements thereon;

(vi) the University Square site located in Orleans Parish, Louisiana, as described in Exhibit G to the Agreement, together with improvements thereon;

(vii) the Elmwood site located in Jefferson Parish, Louisiana, as described in Exhibit H to the Agreement, together with improvements thereon;

(viii) the Papillon apartments site located in Orleans Parish, Louisiana, as described in Exhibit I to the Agreement, together with improvements thereon; and

(ix) the Riversphere site located in Orleans Parish, Louisiana, as described in Exhibit J to the Agreement, together with improvements located thereon.

"Fiscal Year" means any period of twelve consecutive months adopted by the University as its fiscal year for financial reporting purposes, presently the period beginning on July 1 of any calendar year and ending on June 30 of the next succeeding calendar year.

"General Obligation Indebtedness" means the Bonds and any other Long-Term Indebtedness for which the full faith and credit and the personal estate of the University, as a corporate entity, is pledged and liable.

"Guaranty" means any obligation of the University guaranteeing in any manner, directly or indirectly, any obligation of any person which obligation of such other person would, if such obligation were the obligation of the University, constitute Indebtedness under the Agreement. For the purposes of the Agreement, the aggregate annual principal and interest payments on any indebtedness in respect of which the University shall have executed and delivered its Guaranty shall, so long as no payments are required to be made thereunder and so long as such Guaranty constitutes a contingent liability under generally accepted accounting principles, be deemed to be equal to 0% of the amount which would be payable as principal of and interest on the indebtedness for which a Guaranty shall have been issued during the Fiscal Year for which any computation is being made, provided that if there shall have occurred a payment by the University on such Guaranty, then, during the period commencing on the date of such payment and ending on the day which is one hundred eighty (180) days after such other person resumes making all payments on such guaranteed indebtedness, 100% of the amount payable for principal and interest on such guaranteed indebtedness during the Fiscal Year for which the computation is being made shall be taken into account.

"Indebtedness" means (i) all indebtedness of the University for borrowed money, (ii) all installment sales, conditional sales and capital lease obligations, incurred or assumed by the University, and (iii) all Guaranties.

"Indenture" means, collectively, the Series 2017A Indenture and the Series 2017B Indenture.

C-3 "Interest Account" means the Interest Account within the Debt Service Fund created pursuant to the Indenture.

"Interest Payment Date" or "interest payment date", when used with respect to the Bonds, means each June 15 and December 15, commencing June 15, 2018.

"Lien" means any mortgage, pledge or lease of, security interest in or lien, charge, restriction or encumbrance on any Properties of the University in favor of, or which secures any obligation to, any person.

"Loan" means the aggregate amount of the moneys loaned to the University pursuant to the Agreement.

"Long-Term Indebtedness" means all Indebtedness having a maturity longer than one year incurred or assumed by the University, including: (i) money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, longer than one year; (ii) leases which are required to be 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; (iii) installment sale or conditional sale contracts having an original term in excess of one year; and (iv) the current portion of Long-Term Indebtedness.

"Moody's" means Moody's Investors Service, Inc., or any successor thereto maintaining a rating on the Bonds.

"Operation and Maintenance Expenses" means the expenses determined in accordance with generally accepted accounting principles of operating and maintaining the Properties.

"Outstanding" or "outstanding," when used with reference to Bonds, means all Bonds which have been authenticated and issued under the Indenture except:

(a) Bonds cancelled by the Trustee pursuant to the Indenture;

(b) Bonds for the payment of which moneys or Defeasance Obligations shall be held in trust for their payment by the Trustee as provided in the defeasance provisions of the Indenture;

(c) Bonds which have been duly called for redemption and for which the redemption price thereof is held in trust by the Trustee as provided in the Indenture;

(d) Bonds in exchange for which other Bonds shall have been authenticated and delivered by the Trustee as provided in the Indenture; and

(e) For all purposes regarding consents and approvals or directions of Bondholders under the Agreement or the Indenture, Bonds held by or for the Authority, the University or any person controlling, controlled by or under common control with either of them, unless all Bonds are held by the University.

"Outstanding Indebtedness" means the following outstanding obligations:

(a) the University's Mortgage Bonds, Series 1982, outstanding in the principal amount of $420,000;

(b) the Authority's Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007A-1, outstanding in the principal amount of $1,150,000;

C-4 (c) the Authority's Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007A-2, outstanding in the principal amount of $39,580,000;

(d) the University's Series 2007C Taxable Refunding Revenue Bonds, outstanding in the principal amount of $91,355,000;

(e) the Authority's Revenue Bonds (Tulane University of Louisiana Project) Series 2009, outstanding in the principal amount of $29,235,000;

(f) the Authority's Revenue Bonds (Tulane University of Louisiana Project) Series 2010, outstanding in the principal amount of $28,850,000;

(g) the Authority's Revenue Bonds (Tulane University of Louisiana Project) Series 2012, outstanding in the principal amount of $7,325,000;

(h) the Authority's Revenue Bonds (Tulane University of Louisiana Project) Series 2013A, outstanding in the principal amount of $27,005,000;

(i) the Authority's Revenue Bonds (Tulane University of Louisiana Project) Series 2013B, outstanding in the principal amount of $65,670,000;

(j) the University's Series 2013C Taxable Revenue Bonds, outstanding in the principal amount of $36,985,000;

(k) the University's Series 2013D Taxable Refunding Revenue Bonds, outstanding in the principal amount of $60,575,000;

(l) the Authority's Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2016A, outstanding in the principal amount of $173,295,000;

(m) the Authority's Taxable Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2016B, outstanding in the principal amount of $91,820,000; and

(n) that certain unsecured indebtedness of the University under a Term Loan Agreement dated as of February 24, 2014, outstanding in the principal amount of $28,692,500.

"Payments" means the amounts of repayments of the Loan with respect to the Bonds to be made by the University as provided in the Agreement.

"Permitted Investments" means

(a) Cash (insured at all times by the Federal Deposit Insurance Corporation),

(b) Obligations of, or obligations guaranteed as to principal and interest by, the United States of America ("U. S.") or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U. S. including:

► U. S. treasury obligations ► All direct or fully guaranteed obligations ► Farmers Home Administration ► General Services Administration ► Guaranteed Title XI financing ► Government National Mortgage Association (GNMA) ► State and Local Government Series,

C-5 (c) Obligations of Government - Sponsored Agencies that are not backed by the full faith and credit of the U. S. Government:

► Federal Home Loan Mortgage Corp. (FHLMC) Debt obligations ► Farm Credit System (formerly: Federal Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) ► Federal Home Loan Banks (FHI, Banks) ► Federal National Mortgage Association (FNMA) Debt obligations ► Financing Corp. (FICO) Debt obligations ► Resolution Funding Corp. (REFCORP) Debt obligations ► U. S. Agency for International Development (U. S. A.I.D.) Guaranteed notes,

(d) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the U. S., including:

► Export-Import Bank ► Rural Economic Community Development Administration ► U. S. Maritime Administration ► Small Business Administration ► U. S. Department of Housing & Urban. Development (PHAs) ► Federal Housing Administration ► Federal Financing Bank,

(e) Direct obligations of any of the following federal agencies, which obligations are not fully guaranteed by the full faith and credit of the U. S.:

► Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC) ► Obligations of the Resolution Funding Corporation (REFCORP) ► Senior debt obligations of the Federal Home Loan Bank System,

(f) U. S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank.),

(g) Commercial paper which is rated at the time of purchase in the single highest classification of "13-1" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after the date of purchase,

(h) Money market funds rated by Moody's or S&P in one of the three highest rating categories assigned by Moody's or S&P,

(i) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice, and

(i) which are rated, based on an irrevocable escrow account or fund (the "escrow") in the highest rating category of Moody's or S&P, or any successors thereto, or

(ii) which (A) are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in clause (b) above, which

C-6 escrow 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 specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (i) on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate, and

(j) Municipal Obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2/A" or higher by both Moody's and S&P.

Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments. The Trustee shall have no duty to monitor the ratings of Permitted Investments after the time of purchase of any such investment.

"Permitted Liens" means

(i) Liens created by the terms of (A) the Agreement and (B) the Indenture;

(ii) Liens arising by reason of good faith deposits by the University in the ordinary course of business (other than for borrowed money);

(iii) 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 University 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 universities participating in such arrangements;

(iv) (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 Properties; (B) any liens on any Properties 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 Properties, which in each such case are not due and payable or are not delinquent, or the amount or validity of which in each such case is being contested and execution thereon is stayed or, with respect to Liens of materialmen, laborers, suppliers or vendors which have been due less than ninety (90) days or the payment of which has been provided for by the posting of a bond; (C) utility, access and other easements, rights-of-way, servitudes, restrictions, oil, gas or other mineral reservations and other minor defects, encumbrances, exceptions and irregularities in the title to any Properties which do not materially impair the use of such Properties for the purpose for which they were acquired or are being held by the University; and (D) rights reserved to or vested in any municipality or public authority to control or regulate any Properties or to use such Properties in any manner;

(v) any Lien on Properties acquired after the delivery date of the Bonds by the University if a certificate of an Authorized University Representative is delivered to the Trustee at or prior to the time of the acquisition of such Properties certifying that (A) the Lien and the indebtedness secured thereby were created and incurred by a person other than the University prior to the acquisition of such Properties by the University, and (B) the Lien was created prior to the date of acquisition of such Properties by the University and was not created for the purpose of enabling the University to avoid the limitations of the Agreement on the creation of Liens, except that no such certificate shall be required if any such Lien secures indebtedness in an aggregate principal amount not exceeding $2,500,000, and such Lien otherwise satisfies the conditions set forth in clauses (A) and (B) above;

C-7 (vi) Liens on money deposited by patients or others with the University as security for or as prepayment for the cost of patient care;

(vii) (A) Liens on Properties received by the University through gifts, grants or bequests, such Liens being due to restrictions on such gifts, grants or bequests of Properties or the income thereon, and (B) Liens on pledges, gifts or grants to be received in the future including any income derived from the investment thereof, such Liens being due to restrictions on such pledges, gifts or grants;

(viii) purchase money security interests and security interests existing on any real estate, equipment or goods prior to the time of its acquisition through purchase or otherwise, or placed upon such Properties to secure a portion of the purchase price thereof, or lessor's interests in leases of equipment or goods, provided that the aggregate principal amount of the indebtedness secured thereby shall not at the time of incurrence or assumption thereof exceed the lesser of the cost or the fair market value of such Properties;

(ix) Liens on Excluded Property;

(x) Liens on revenues from Properties of the University securing indebtedness of the University presently outstanding;

(xi) Liens securing presently outstanding indebtedness of the University to finance its housing system, and any subsequently incurred indebtedness or refunding thereof, and covering (A) real estate constituting a part of such housing system, (B) revenues of such housing system and (C) moneys received by the University with respect to room and board charges, mandatory student fees charged to students of the University, bookstore receipts and other non-tuition charges;

(xii) any Lien on any Properties of the University so long as the University grants a Lien securing the Bonds on a parity basis and, in the case of the Series 2017A Bonds, delivers to the Authority and the Trustee an opinion of Bond Counsel to the effect that the granting of such Lien would not adversely affect the exemption from federal income taxation of the interest on the Series 2017A Bonds;

(xiii) any Lien securing nonrecourse indebtedness; and

(xiv) (A) any Lien in favor of a creditor or a trustee on the proceeds of indebtedness prior to the application of such proceeds and (B) any Lien on indebtedness in favor of the provider of a credit facility, if such credit facility secures such indebtedness.

"Plans and Specifications" means the plans and specifications prepared for the Project, as implemented and detailed from time to time, and as the same may be revised from time to time prior to the completion of the Project in accordance with the Agreement.

"Principal Account" means the Principal Account within the Debt Service Fund created pursuant to the Indenture.

"Prior Project" means the facilities described in Exhibit A-1 to the Series 2017A Agreement.

"Project" means constructing, installing, acquiring, equipping, furnishing and renovating facilities throughout the University's uptown and downtown campuses, including, but not limited to, as applicable, the projects described in Exhibit A-2 to the Series 2017A Agreement or the projects described in Exhibit A to the Series 2017B Agreement, as amended and supplemented in accordance with the provisions of the applicable Agreement, which are to be funded in part from the proceeds of the Series 2017A Bonds or Series 2017B Bonds, as applicable.

C-8 "Project Documents" means collectively the Plans and Specifications, construction contracts and amendments thereto, other contract documents and agreements, and surety bonds and instruments pertaining to the Project.

"Properties" means any and all right, title and interests in and to any and all assets, whether real or personal, tangible or intangible, and wherever situated.

"Public Trust Act" means Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended, and all future acts supplemental thereto and amendatory thereof.

"Record Date," when used with respect to the Bonds, means each June 1 and December 1, as the case may be, next preceding an Interest Payment Date, or if such day shall not be a Business Day, the next preceding Business Day.

"Redemption Date" means, in connection with the Refunded Bonds, December 15, 2017.

"Refunded Bonds" means all of the Authority's outstanding Refunding Revenue Bonds (Tulane University of Louisiana Project), Series 2007B, as set forth in Schedule 1 to the Series 2017A Agreement.

"Refunding Act" means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended.

"Series 2017A Agreement" means the Loan Agreement (Series 2017A) dated as of November 1, 2017, by and between the Authority and the University, including any amendments and supplements thereof and thereto as permitted thereunder.

"Series 2017A Bonds" means the Louisiana Public Facilities Authority Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A, authorized to be issued by the Authority in the aggregate principal amount of $______, including such Series 2017A Bonds issued in exchange for other such Series 2017A Bonds pursuant to the Series 2017A Indenture, or in replacement for mutilated, destroyed, lost or stolen Series 2017A Bonds pursuant to the Series 2017A Indenture.

"Series 2017A Indenture" means the Trust Indenture (Series 2017A) dated as of November 1, 2017, between the Authority and the Trustee, as it may be amended or supplemented from time to time by supplemental indentures in accordance with the provisions thereof.

"Series 2017B Agreement" means the Loan Agreement (Series 2017B) dated as of November 1, 2017, by and between the Authority and the University, including any amendments and supplements thereof and thereto as permitted thereunder.

"Series 2017B Bonds" means the Louisiana Public Facilities Authority Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B, authorized to be issued by the Authority in the aggregate principal amount of $______, including such Series 2017B Bonds issued in exchange for other such Series 2017B Bonds pursuant to the Series 2017B Indenture, or in replacement for mutilated, destroyed, lost or stolen Series 2017B Bonds pursuant to the Series 2017B Indenture.

"Series 2017B Indenture" means the Trust Indenture (Series 2017B) dated as of November 1, 2017, between the Authority and the Trustee, as it may be amended or supplemented from time to time by supplemental indentures in accordance with the provisions thereof.

"State" means the State of Louisiana.

"Tax Regulatory Agreement" means the Tax Regulatory Agreement for the Series 2017A Bonds dated as of November 1, 2017, by and among the Authority, the University and the Trustee.

C-9 "Trust Estate" means all the property assigned by the Authority to the Trustee pursuant to the Indenture as security for the Bonds.

"Trustee" means the state banking corporation or national banking association with corporate trust powers qualified to act as Trustee under the Indenture which may be designated (originally or as a successor) as Trustee for the owners of the Bonds issued and secured under the terms of the Indenture, initially Whitney Bank, a state banking corporation organized and existing under the laws of the State of Mississippi, duly authorized to accept and execute trusts of the character set forth in the Indenture.

"University" means The Administrators of the Tulane Educational Fund, a nonprofit educational institution organized and existing under the laws of the State, and also includes every successor corporation and transferee of the University until payment or provision for the payment of all of the Bonds.

"Unrestricted Assets" means the University's assets included in the unrestricted net assets grouping on the University's balance sheet, including, without limitation, cash, accounts and loan receivables, investments (including investments constituting funds functioning as endowment), deposits, and property, plant and equipment, all as determined in accordance with generally accepted accounting principles; provided, however, notwithstanding the foregoing, any assets classified under generally accepted accounting principles as temporarily restricted assets that would have been classified as unrestricted assets, including funds functioning as endowment, but for the application of the Uniform Prudent Management of Institutional Funds Act (UPMIFA) and Financial Accounting Standards Board Staff Position No. FAS 117-1, shall be added to unrestricted assets for purposes of the Agreement.

"Unrestricted Liabilities" means the University's liabilities included in the unrestricted net assets grouping on the University's balance sheet, including, without limitation, bonds and notes payable, accounts payable, payroll accruals, refunds due students, deferred revenue and other liabilities, all as determined in accordance with generally accepted accounting principles.

SUMMARY OF CERTAIN PROVISIONS OF THE TRUST INDENTURE

The following summarizes certain provisions of the Indenture made by and between the Authority and the Trustee.

Pledge and Assignment

Under the Indenture, the Authority pledges, transfers and assigns to the Trustee all right, title and interest of the Authority in, to and under the Agreement, including the interest of the Authority in and to all payments, proceeds, revenues, income, receipts, issues, benefits and other moneys received or derived by the Authority under the Agreement including, without limitation, the Payments (except the Administrative Expenses) to be paid by the University to the Trustee for the account of the Authority pursuant to the Agreement, saving and excepting, however, the Authority's rights to exculpation, indemnification and payment of expenses by the University under the Agreement. The Authority further assigns and pledges all cash, moneys, securities and investments which may at any time and from time to time, pursuant to the provisions of the Indenture, be paid to the Trustee or be in the hands of the Trustee, except as the interest of said Trustee in such cash, moneys, securities and investments may otherwise appear in the Indenture; provided, however, that nothing in the Indenture shall be construed to affect any property held by the Trustee in any capacity other than as Trustee under the Indenture; and to the extent not covered in this paragraph, the Authority pledges and assigns all proceeds of any and all of the foregoing.

C-10 Establishment of Funds and Accounts

Series 2017A Bonds. Under Series 2017A Indenture, the Bond Proceeds Fund, the Debt Service Fund, the Acquisition Fund and the Refunding Fund will be established, held and maintained by the Trustee in trust so long as any Series 2017A Bonds issued under the Series 2017A Indenture are outstanding.

The Bond Proceeds Fund will be used to receive the proceeds of the Series 2017A Bonds; to transfer to the Interest Account in the Debt Service Fund that portion of the proceeds of the Series 2017A Bonds, if any, representing accrued interest on the Series 2017A Bonds in an amount specified in the request and authorization delivered pursuant to the Series 2017A Indenture; and to retain such sum in a special account called the Costs of Issuance Account, as shall be specified in the request and authorization delivered pursuant to the Series 2017A Indenture; to transfer $______to the Refunding Fund for refunding the principal of the Refunded Bonds on the Redemption Date; and to transfer the balance of the proceeds of the Bonds to the Acquisition Fund.

The Debt Service Fund and its corresponding Accounts will be used for the following purposes: (i) the Interest Account shall be used to receive the portions of the Payments applicable to interest on the Series 2017A Bonds; to receive the accrued interest, if any, on the Series 2017A Bonds paid by the purchasers of the Bonds on the Closing Date as provided in the Series 2017A Indenture; and to pay the interest on the Series 2017A Bonds as it becomes due and payable; and (ii) the Principal Account shall be used to receive the portion of the Payments applicable to the principal requirements of the Series 2017A Bonds and premium, if any; to pay the principal of the Series 2017A Bonds as it becomes due and payable, whether at maturity or upon scheduled sinking fund redemption; and, if funds are available for such purpose and at the written direction of the Authority, to effect the redemption of the Series 2017A Bonds prior to their maturity in accordance with the redemption provisions thereof or the purchase of Series 2017A Bonds at the direction of the University.

The Acquisition Fund will be used to receive the immediate transfer from the balance of the proceeds of the Bonds from the Bond Proceeds Fund. Moneys in the Acquisition Fund shall be applied to the payment of the Costs of the Project pursuant to the procedure established in the Series 2017A Indenture and, pending such application, shall be subject to a lien and charge in favor of the Bondholders for the further security of such Bondholders until paid out or transferred as provided in the Indenture.

The Refunding Fund will be used to receive proceeds received by the Authority upon the original issuance and delivery of the Series 2017A Bonds in the amount of $______, which shall be transferred to the trustee for the Refunded Bonds to pay the principal amount of the Refunded Bonds, plus accrued interest thereon to the Redemption Date.

Series 2017B Bonds. Under the Series 2017B Indenture, the Bond Proceeds Fund, the Debt Service Fund, and the Acquisition Fund will be established, held and maintained by the Trustee in trust so long as any Series 2017B Bonds issued under the Series 2017B Indenture are outstanding.

The Bond Proceeds Fund will be used to receive the proceeds of the Series 2017B Bonds; to transfer to the Interest Account in the Debt Service Fund that portion of the proceeds of the Series 2017B Bonds, if any, representing accrued interest on the Series 2017B Bonds in an amount specified in the request and authorization delivered pursuant to the Series 2017B Indenture; and to retain such sum in a special account called the Costs of Issuance Account, as shall be specified in the request and authorization delivered pursuant to the Series 2017B Indenture; and to transfer the balance of the proceeds of the Bonds to the Acquisition Fund.

C-11 purchasers of the Bonds on the Closing Date as provided in the Series 2017B Indenture; and to pay the interest on the Series 2017B Bonds as it becomes due and payable; and (ii) the Principal Account shall be used to receive the portion of the Payments applicable to the principal requirements of the Series 2017B Bonds and premium, if any; to pay the principal of the Series 2017B Bonds as it becomes due and payable; and, if funds are available for such purpose and at the written direction of the Authority, to effect the redemption of the Series 2017B Bonds prior to their maturity in accordance with the redemption provisions thereof.

The Acquisition Fund will be used to receive the immediate transfer from the balance of the proceeds of the Bonds from the Bond Proceeds Fund. Moneys in the Acquisition Fund shall be applied to the payment of the Costs of the Project pursuant to the procedure established in the Series 2017B Indenture and, pending such application, shall be subject to a lien and charge in favor of the Bondholders for the further security of such Bondholders until paid out or transferred as provided in the Indenture.

Additional Bonds

Additional Bonds may be issued in one or more series by the Authority at the request of the University under a supplement to the Indenture to pay all or part of the additional Cost of the Project so long as:

1. No Event of Default under the Indenture has occurred and is then continuing and the Authority shall have approved the issuance of such additional bonds; and

2. With respect to Additional Bonds issued under the Series 2017A Indenture or a supplement thereto, there shall have been filed with the Trustee an opinion of an attorney or firm of attorneys generally recognized as having expertise in matters relating to municipal bonds to the effect that the exclusion from "gross income" for Federal income tax purposes of the interest on the Series 2017A Bonds then outstanding under the Series 2017A Indenture shall not be adversely affected.

Such series of Additional Bonds shall be appropriately designated, shall be dated, shall bear interest at a rate or rates not exceeding the maximum rate then permitted by law, shall be numbered, shall have such paying agents and shall have such maturities and redemption provisions, all as may be provided in the supplement to the applicable Indenture.

Refunding bonds may be issued under and secured by a supplement to the applicable Indenture for the purpose of providing funds for the refunding of the Bonds and Additional Bonds, upon compliance with the applicable Indenture.

Purchase of Series 2017A Bonds

In lieu of scheduled sinking fund redemption of the Series 2017A Bonds, the Trustee may at the request of the University purchase Series 2017A Bonds then outstanding and subject to mandatory sinking fund redemption in any twelve month period immediately preceding any principal payment date in an aggregate principal amount not exceeding the principal amount of such Series 2017A Bonds required by the Indenture to be redeemed on such principal payment date at the most advantageous price obtainable, such price not to exceed the principal thereof plus accrued interest to date of delivery of such Series 2017A Bonds. Payment shall be made on the date of delivery of any Series 2017A Bonds so purchased from moneys in the Debt Service Fund or from moneys made available by the University. The principal amount of Series 2017A Bonds to be called for redemption on any such principal payment date shall be reduced by any such Series 2017A Bonds purchased (or presented for cancellation) by the Trustee during the preceding twelve (12) month period. No such purchase shall be made in the 30-day period immediately preceding any such principal payment date, in order for the Trustee to give the notice of redemption required by the Indenture.

C-12 The University may submit to the Trustee for cancellation any of the Series 2017A Bonds which shall be subject to mandatory sinking fund redemption on the next succeeding principal payment date, provided that the Trustee shall be under no obligation to accept Series 2017A Bonds for cancellation during the 30-day period immediately preceding any such principal payment date.

The purchase of Bonds in the open market or cancellation of Series 2017A Bonds presented by the University pursuant to the Indenture shall reduce the amount of Series 2017A Bonds to be called by the Trustee in the order directed by an Authorized University Representative.

Upon the retirement of any Series 2017A Bonds by purchase or redemption, the Trustee shall file with the Authority and the University a statement briefly describing such Series 2017A Bonds and setting forth the date of redemption, the amount of the redemption price of such Series 2017A Bonds and the amount paid as interest thereon. The expenses in connection with the redemption of any Series 2017A Bonds shall be paid by the University pursuant to the Agreement to the extent that sufficient funds therefor shall not be available, when needed, in the Debt Service Fund.

Investments

Moneys contained in the funds and accounts held by the Trustee shall be continuously invested and reinvested by the Trustee at the written direction of the University in Permitted Investments, to the extent practicable, that shall mature (or be readily convertible to cash) not later than the respective dates, as estimated by the Trustee, when the moneys in said Funds and Accounts shall be required for the purposes intended. Any income derived from and any profit or loss on any such investment of moneys on deposit in any such fund or account shall be credited or debited, as the case may be, to the respective fund or account in which earned.

No Permitted Investments in any fund or account may mature beyond the latest maturity date of any Bonds outstanding at the time such Permitted Investments are deposited. For the purposes of the provisions of the Indenture described under this caption, the maturity date of repurchase agreements is the maturity date of such repurchase agreements and not the maturity date of the underlying obligation.

An Authorized University Representative shall give to the Trustee written directions respecting the investment of any money required to be invested under the Indenture, subject, however, to the provisions of Article IV of the Indenture and, with respect to the Series 2017A Bonds Article V of the Series 2017A Agreement, and the Trustee shall then invest such money under Article IV of the Indenture as so directed. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries and may charge its ordinary and customary fees for such trades, including cash sweep account fees. In the absence of investment instructions from the University, the Trustee shall not be responsible or liable for keeping the moneys held by it under the Indenture fully invested in Permitted Investments. The Trustee shall in no event have any liability for any loss resulting from the investment of moneys in accordance with the directions of the Authorized University Representative. The Trustee shall furnish the Authority annually with a written statement and the University monthly with a written statement, of the types, amounts, yield and maturities of all such investments. The Trustee may conclusively rely on the University's written instructions as to both the suitability and legality of the directed investments. Although the Authority and the University each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Authority and the University in accordance with the Indenture agree that confirmations of Permitted Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month.

C-13 Particular Covenants by the Authority

The Authority has covenanted that it will promptly pay, or cause to be paid, the principal of, premium, if any, and the interest on every Bond at the places, on the dates and in the manner provided in the Indenture and in said Bonds according to the true intent and meaning thereof but solely from the revenues of the Trust Estate and not from any other fund or source.

The Authority has further covenanted that it will faithfully perform at all times all of its covenants, undertakings and agreements contained in the Indenture, the Agreement or in any Bond executed, authenticated and delivered under the Indenture or in any proceedings of the Authority pertaining thereto. The Authority has covenanted, whenever and so often as reasonably required to do so by the Trustee, promptly to execute and deliver or cause to be delivered all such other and further instruments, documents or assurances, and to promptly do or cause to be done all such other further things, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the owners of the Bonds all rights, interest, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by the Indenture. The Authority has covenanted to use its best efforts to promptly, upon the request of the Trustee, from time to time, take or cause to be taken such action as may be necessary or proper to remedy or cure any material defect in or cloud upon the title to the Trust Estate or any part thereof, whether now existing or hereafter developing, and to prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and to indemnify and save the Trustee and every owner of Bonds, solely from the Trust Estate, harmless from all loss, cost, damage and expense, including attorneys' fees, which they or either of them may ever incur by reason of any such defect, cloud, suit, action or proceedings. The Authority has covenanted, after being indemnified to its satisfaction, to defend or cause to be defended every suit, action or proceeding at any time brought against the Trustee (except for actions against the Trustee in connection with the negligence of the Trustee) or any owner of Bonds upon any claim arising out of the receipt, application or disbursement of any of the revenues of the Trust Estate or involving the Authority's, the Trustee's or such Bondholders' rights under the Indenture or the Agreement and to indemnify and save harmless, solely from the Trust Estate, the Trustee and Bondholders against any and all liability claimed or asserted by any person whomsoever, arising out of such receipt, application or disbursement of any such revenues; provided, however, that the Trustee or any owner of Bonds at its or his election may appear in and defend against any such suit, action or proceeding; and notwithstanding any contrary provision of the Indenture, this covenant shall continue and remain in full force and effect until all indebtedness, liabilities, obligations and other sums secured by the Indenture have been fully paid and satisfied, and the Indenture has been released of record and the lien thereof discharged. The Authority covenants that so long as any of the Bonds issued pursuant to the Indenture are outstanding and unpaid, the Authority will not voluntarily consent to any amendment to the Agreement or otherwise take any action which will reduce the amount of moneys made available thereunder to the Trustee, or which will in any manner impair or adversely affect the rights of the Authority or the Trustee or the security provided by the Indenture to the owners from time to time of the Bonds.

Nothing in the Agreement or the Indenture is intended to require or obligate nor shall anything therein be interpreted to require or obligate the Authority for any purpose or at any time whatsoever, to provide, apply or expend any funds coming into the hands of the Authority other than from the Trust Estate.

Compliance with the Code

Notwithstanding all of the provisions of the Series 2017A Indenture, the Authority shall not direct the investment of moneys in the various funds and accounts created under the Series 2017A Indenture in a manner which would result in the loss of exclusion from gross income of interest on the Series 2017A Bonds for federal income tax purposes or in such manner which would result in the Series 2017A Bonds becoming "arbitrage bonds" within the meaning of Section 148 of the Code.

C-14 Supplements to the Indenture

Supplemental Indentures Not Requiring Consent of Bondholders. The Authority and the Trustee may, without the consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to the Indenture as shall not be inconsistent with the terms and provisions of the Indenture and in the opinion of the Trustee, who may rely on an opinion of counsel satisfactory to the Trustee, shall not materially and adversely affect the interest of the Bondholders for any one or more of the following purposes: (a) to cure any ambiguity or formal defect, inconsistency or omission in the Indenture or to clarify matters or questions arising thereunder; (b) to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may be lawfully granted to or conferred upon the Bondholders or the Trustee or either of them; (c) to subject to the lien and pledge of the Indenture additional revenues, properties or collateral; (d) to provide for the issuance of Additional Bonds in conformity with the provisions of the Indenture and to fix all details with respect thereto or to provide further conditions, limitations or restrictions on the issuance of Additional Bonds; (e) to modify, amend or supplement the Indenture or any indenture supplemental thereto in such manner as to permit the qualification of the Indenture under any Federal statute hereafter in effect or under any state Blue Sky Law, and, in connection therewith, if they so determine, to add to the Indenture or any indenture supplemental thereto such other terms, conditions and provisions as may be permitted or required by any said Federal statute or Blue Sky Law; or (f) to provide any other modifications which, in the reasonable judgment of the Trustee, who may rely on an opinion of counsel satisfactory to the Trustee, are not prejudicial to the interests of the Bondholders.

Supplemental Indentures Requiring Consent of Bondholders. Anything contained in the Indenture to the contrary notwithstanding, except for supplemental indentures referred to in the preceding paragraph and subject to the terms and provisions described in this paragraph, and not otherwise, the owners of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right from time to time to consent to and approve the execution by the Authority and the Trustee of such other indenture or supplemental indentures as shall be deemed necessary and desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any indenture supplemental thereto; provided, however, that nothing contained in the provisions of the Indenture described in this paragraph shall permit, or be construed as permitting, without the consent of the owners of all the Bonds then outstanding (a) an extension of the stated maturity or scheduled sinking fund redemption or reduction in the principal amount, or reduction in the rate or extension of the time of payment of interest on, any Bonds, or (b) the creation of any lien on the Trust Estate or any part thereof pledged under the Indenture prior to or on a parity with the lien of the Indenture, or (c) a reduction in the aforesaid aggregate outstanding principal amount of Bonds the owners of which are required to consent to any such supplemental indenture. No such amendment shall modify the rights, duties or immunities of the Trustee without the written consent of the Trustee. So long as no event of nonperformance under the Agreement has occurred and is continuing, no such supplement shall become effective unless the University shall have given its prior written approval.

Events of Default

Each of the following events constitutes an "Event of Default" under the Indenture:

(a) The payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable;

(b) The payment of the principal of or premium, if any, on any of the Bonds shall not be made when the same shall become due and payable, whether at maturity or by proceedings for redemption or by acceleration or otherwise;

C-15 (c) An "Event of Default" under the Agreement shall have occurred and shall not have been cured within the applicable cure period; or

(d) Default by the Authority in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Indenture on the part of the Authority to be performed, if such default shall continue for ninety (90) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Authority and the University 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 25% in aggregate principal amount of the Bonds then outstanding. Such default shall not become an Event of Default if said default be of the nature that (i) it cannot be corrected within the 90-day period after receipt of notice, but the Authority (or the University pursuant to the provisions of the Indenture) promptly shall institute and diligently pursue corrective action until such default is cured, or (ii) the Trustee shall determine that such default is not curable but such default does not affect the validity or enforceability of the Bonds, the Indenture or the Agreement, an event of nonperformance shall not have occurred under the Agreement (other than as a result of the cross- default provisions), and such default does not impair the security or the obligations provided for or under the Bonds, the Indenture or the Agreement.

Remedies on Default

Upon the occurrence of an Event of Default, the Authority, the Trustee and, subject to the provisions of the Indenture, the Bondholders shall have all the rights and remedies as may be allowed by law, the Indenture or pursuant to the provisions of the Agreement by virtue of their assignment under the Indenture, including but not limited to, acceleration of the maturity of all Bonds, or suit at law or in equity to enforce or enjoin the action or inaction of parties under the provisions of the Indenture or the Agreement.

Upon the occurrence of an Event of Default described in the Indenture, the Trustee may, and upon the written request of the owners of not less than a majority of the aggregate principal amount of Bonds outstanding, shall, by notice in writing to the Authority and the University, declare the Bonds then outstanding immediately due and payable, and such Bonds shall become and be immediately due and payable, anything in such Bonds or in the Agreement or the Indenture to the contrary notwithstanding, and, subject to the Indenture, the Trustee may exercise any remedies granted to it in the Indenture. In such event, there shall be due and payable on the Bonds an amount equal to the principal amount of all the Bonds then outstanding plus all interest accrued thereon and which will accrue thereon to the date of payment. 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 the Indenture or the Agreement, the Trustee may annul such declaration and its consequences with respect to the Bonds if (i) moneys shall have been deposited in the Debt Service Fund sufficient to pay all matured installments of principal (other than principal due solely because of acceleration) and interest; (ii) moneys shall be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of the Authority and the Trustee; (iii) all other amounts then payable by the Authority or the University under the Indenture or the Agreement shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee; and (iv) every Event of Default known to the Authority or the Trustee (other than a default in the payment of the principal of the Bonds due only because of such declaration) shall have been remedied to the satisfaction of the Authority and the Trustee. No such annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

Right of Bondholders to Direct Proceedings

If an Event of Default shall have occurred and be continuing, notwithstanding anything in the Indenture to the contrary, the owners of at least a majority of the aggregate outstanding principal amount

C-16 of Bonds then outstanding shall have the right, at any time by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting any proceeding to be taken in connection with the enforcement of the terms and conditions of the Indenture, provided the direction is in accordance with law and the provisions of the Indenture and, in the sole judgment of the Trustee, is not unduly prejudicial to the interest of Bondholders not joining in such direction, and provided further, that nothing in the Indenture shall impair the right of the Trustee in its discretion to take any other action under the Indenture which it may deem proper and which is not inconsistent with the direction by Bondholders.

No owner of any Bond shall have any right to institute any suit, action or proceeding for the enforcement of the Indenture or for the execution of any trust thereunder or for any remedy under the Indenture, except as provided in the Indenture.

Defeasance

When all of the Bonds shall have been paid and discharged, and there shall have been paid all fees and charges of the Trustee and the Authority due or to become due through the date on which the last of the Bonds is retired, then the Indenture shall cease, terminate and become null and void, and thereupon the Trustee shall release the Indenture including the cancellation and discharge of the lien of the Indenture, and execute and deliver to the Authority such instruments in writing as shall be requisite to satisfy the lien of the Indenture, and, if necessary, to enter on the records such satisfaction and discharge and to re-convey to the Authority any property or interest therein or other rights thereby conveyed and such other instruments to evidence such release and discharge as may be reasonably required by the Authority, and the Trustee shall assign and deliver to the Authority any property at the time subject to the lien of the Indenture which may then be in its possession, except amounts in any Fund otherwise required to be paid by the Indenture and except such cash and investments as are held by the Trustee for the payment of interest and premium, if any, on and retirement of the Bonds. Notwithstanding the foregoing, the obligation of the University to pay the fees and expenses of the Trustee in accordance with the terms of the Indenture shall survive the defeasance of the Bonds, the discharge of the Indenture and the termination of the Agreement.

Any Bonds shall be deemed to have been paid and discharged within the meaning of the preceding paragraph, if the Trustee, or an escrow trustee, shall hold, in trust for and irrevocably committed thereto, cash and/or Defeasance Obligations (which are not subject to redemption at the option of the obligor prior to their maturity) of such maturities and interest payment dates and bearing such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (likewise to be held in trust and committed, except as provided in the Indenture), together with any cash so held, be sufficient for the payment of such Bonds, at their maturity or redemption date, of the principal thereof, together with the redemption premium, if any, and interest accrued to the date of maturity or redemption, as the case may be, or if default in such payment shall have occurred on such date then to the date of the tender of such payment; provided, that if any Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given or irrevocable instructions satisfactory to the Trustee shall have been duly given for the giving of such notice. Any moneys held in accordance with the provisions of the Indenture described in this paragraph, shall be invested only in Defeasance Obligations, the maturities or redemption dates and interest payment dates of which, at the option of the owner, shall coincide as nearly as practicable with, but not later than, the time or times at which said moneys will be required for the aforesaid purposes. Any income or interest earned by the Defeasance Obligations held under the Indenture as summarized under this caption shall, as determined by the Trustee or the escrow trustee, to the extent not required for the purposes of the Indenture described in this paragraph, be paid to the University as overpayment of Payments.

C-17 Limitation on Trustee Responsibility

The Trustee shall not be responsible for (a) the legality or enforceability of the Indenture (except with respect to performance of its obligations thereunder), the Agreement (except with respect to performance of its obligations thereunder), the Tax Regulatory Agreement for the Series 2017A Bonds (except with respect to performance of its obligations thereunder), the Bonds (except as to the authentication of the Bonds), or any instruments or documents related thereto or (b) the legality, perfection, sufficiency or priority of the Trust Estate or any lien purported to be granted thereon under any of the aforesaid documents or otherwise.

SUMMARY OF CERTAIN PROVISIONS OF THE AGREEMENT

The following summarizes certain provisions of the Agreement made by the Authority and the University.

Representations of the Authority and the University

The Authority represents and warrants that: (a) it is a public trust and a public corporation of the State; (b) under the provisions of the Public Trust Act, the Authority is duly authorized to enter into, execute and deliver the Agreement and the Indenture, to undertake the transactions contemplated by the Agreement and the Indenture and to carry out its obligations thereunder; (c) it has duly authorized the execution and delivery of the Agreement, the Indenture and the Bonds; and (d) it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

The University makes the following representations and warranties: (a) the University is a nonprofit educational institution duly organized and existing in good standing under the laws of the State, is duly qualified to do business and is duly authorized and licensed to operate all of the Properties as presently operated, has power to execute and deliver the Agreement and the Tax Regulatory Agreement for the Series 2017A Bonds and by proper action has been duly authorized to execute and deliver the Agreement and the Tax Regulatory Agreement for the Series 2017A Bonds; (b) each of the statements made with respect to the University in the recitals of the Agreement is true, correct and complete; (c) the University is not in breach of or in default under any of the provisions of (i) the Charter of the University, as amended, or By-laws, as amended, (ii) any judgment, decree, order, statute, rule or regulation applicable to it or to its Properties, or (iii) any material provision of any material indenture, mortgage, loan agreement, financing agreement or other contract or instrument to which it is a party or by which it or any of its Properties is bound; (d) the University is not required in connection with the transactions contemplated by the Agreement to obtain any consent not already obtained; (e) the University has or timely will obtain as required all authority, permits, licenses, consents and authorizations as are necessary to own, lease and operate its Properties and to carry on its business and to carry out and consummate all the transactions contemplated by the Agreement and the Tax Regulatory Agreement for the Series 2017A Bonds; (f) the Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, and the Tax Regulatory Agreement for the Series 2017A Bonds, in accordance with their respective terms, are legal, valid and binding obligations of the University, and the authorization, execution and delivery of the Agreement and compliance with the provisions thereof do not conflict with or constitute on the part of the University a violation of, breach of, or default under (i) any provision of any indenture, mortgage, deed of trust, loan agreement or other contract or instrument to which the University is a party or by which it or any of its Properties is bound, (ii) any order, injunction or decree of any court or governmental authority, or (iii) the provisions of its Charter, as amended, or By-laws, as amended; (g) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the University after due inquiry, threatened against the University, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of the Agreement or any other agreement or instrument to which the University is a party which is pertinent to the consummation of the transactions contemplated under the Agreement or (ii) except as

C-18 disclosed in the Official Statement relating to the Bonds, materially and adversely affect the Properties, business, prospects, profits or condition of the University; and (h) the University has obligated itself to acquire, construct and install the Project pursuant to the Agreement, and the University has the full power, right and authority to acquire, construct and install the Project and has obtained, or timely will obtain, all permits, licenses and approvals of governmental agencies necessary to undertake and complete such acquisition, construction and installation in accordance with the Plans and Specifications.

Acquisition of the Project

The University shall acquire, construct and equip, or cause to be acquired, constructed and equipped, the Project with all reasonable dispatch and in accordance with the Project Documents, and shall take all action necessary to enforce the provisions of the Project Documents.

Revision of Project Documents

The University may revise the Project Documents and the description of either Project from time to time (including, without limitation, the deletion or revision of any of the facilities included in the Project and/or the substitution therefor of other facilities) without the consent of the Authority, the Trustee or the holders of the Bonds; provided, however, that no such revision to the Project described in Exhibit A-2 to the Series 2017A Agreement shall impair the exclusion from gross income of interest on the Series 2017A Bonds for Federal income tax purposes. In the case of any change that would render materially inaccurate the description of the Project in Exhibit A-2 to the Series 2017A Agreement, there shall be delivered to the Trustee and the Authority a revised Exhibit A-2 containing a description of the Project that reflects the change in the Project Documents, the accuracy of which shall have been certified by an Authorized University Representative, which shall be accompanied by an opinion of nationally recognized Bond Counsel satisfactory to the Authority, the Trustee and the University to the effect that such revision is authorized by the Act and will not impair the exclusion from gross income of interest on the Series 2017A Bonds for Federal income tax purposes.

Prior to effecting any change in or revision of the Project Documents, the University shall deliver to the Authority evidence of all governmental or regulatory approvals required therefor.

Completion of Payment of Costs of the Project

At such time as the University has notice that the proceeds of the Bonds, together with the investment earnings thereon, are insufficient to pay the completion Costs of the Project, the University shall deliver to the Trustee and the Authority written estimates by an architect and an Authorized University Representative of the additional funds required to pay the completion Costs of the Project, and such additional information and data as may be reasonably requested by the Authority or the Trustee. The University shall complete the Project and pay that portion of the completion Costs of the Project as may be in excess of the money available therefor from the proceeds of the Bonds. As provided in the Indenture, Additional Bonds may be issued to pay additional costs of the Project. The obligation of the University to pay in full the completion Costs of the Project shall be a direct, general and unconditional obligation of the University.

If after exhaustion of the money derived from the proceeds of the Bonds the University should pay any portion of the Costs of the Project, it shall not be entitled to any reimbursement therefor from the Authority or from the Trustee, and shall not be entitled to any abatement, diminution or postponement of payments required to be made by it under the Agreement.

Establishment of Completion Date

The date upon which the Project is substantially complete shall be evidenced to the Authority and the Trustee by a certificate signed by an Authorized University Representative. The certificate shall set

C-19 forth the Costs of the Project and state that, except for amounts not then due and payable, or the liability for the payment of which is being contested or disputed in good faith by the University, (a) the acquisition, construction and equipping of the Project have been completed substantially in accordance with the Plans and Specifications and the Costs of the Project have been paid, and (b) all other facilities necessary in connection with the Project have been acquired, constructed and installed in accordance with the Plans and Specifications therefor and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties that exist at the date of such certificate or which may subsequently come into being.

Payments by the University to the Authority

The University, for and in consideration of the issuance of the Bonds under the Indenture by the Authority and the application of the proceeds thereof by the Authority as provided in the Indenture for the benefit of the University, unconditionally promises to repay the Loan by making the following payments to or for the account of the Authority:

Payments being, in the aggregate, an amount sufficient for the payment in full of all Bonds from time to time issued under the Indenture and then outstanding, including (i) the total interest becoming due and payable on the Bonds to the date of payment thereof, and (ii) the total principal amount of and premium, if any, on the Bonds.

Default or Delay Payments consisting of the amounts, fees and expenses which the Authority may incur or be or become legally obligated to pay under the terms of the Bonds or the Indenture by reason of any default under the Indenture or Agreement or any default or delay in payment of the sums due under the Indenture or Agreement, provided that such default or delay shall have resulted from the University's default or breach of covenant under the Agreement; the amount expended by the Authority or the Trustee or indebtedness incurred by the Authority or the Trustee for the purpose of curing the University's defaults under the Agreement or in connection with any defaults under the Bonds or the Indenture and all costs, expenses and charges, including reasonable attorneys' fees, incurred by the Authority or the Trustee in collecting the Payments or in enforcing any covenant or agreement of the University contained in the Agreement or incurred in pursuing any remedy under the Agreement or the Indenture.

Costs of Issuance, Trustee Expense Payments consisting of costs of issuance of the Bonds, to the extent not paid from the Costs of Issuance Account in the Bond Proceeds Fund, and the fees and expenses of the Trustee and the Calculation Agent, commencing on the Closing Date and continuing until the principal of and interest on all Bonds outstanding under the Indenture shall have been fully paid, including (i) the annual fee, if any, of the Trustee and the Calculation Agent for the ordinary services of the Trustee rendered and ordinary expenses incurred under the Indenture during the twelve (12) month period preceding that date, (ii) the reasonable fees and charges of the Trustee, and all costs relating to the exchanging of Bonds as provided in the Indenture, as and when the same become due, and (iii) the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and extraordinary expenses incurred by it under the Indenture, including attorneys' fees, as and when the same become due, provided that the University may, without creating a default under the Agreement, contest in good faith the necessity for any such extraordinary services and extraordinary expenses and the reasonableness of any such fees, charges or expenses, and in the event of such contest may only withhold payment of the contested fees, charges or expenses.

Payments to the Authority. Out of money from the proceeds from the sale and delivery of the Bonds or out of funds provided by the University, there shall be paid (i) all of the Authority's reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds, (ii) on the Issue Date, a financing acceptance fee in the amount of 1/20th of 1% of the face amount of the Bonds. The University

C-20 agrees to make annual administrative payments directly to the Authority on June 1 of each year in an amount equal to 1/10th of 1% of the outstanding Bonds on January 1 of each year unless waived by the Authority, if billed. The administrative payments shall be used for the purpose of paying administrative and related costs of the Authority, but shall not include Trustee fees or expenses incurred by the Authority in enforcing the provisions of the Agreement. The Authority agrees that it will notify the University in writing prior to March 20 of each year thereafter whether it shall waive such administrative payments for such year. If these fees are not waived, such written notice shall advise the University of the amount that is to be paid (not to exceed 1/10 of 1% per annum), the date on which payment is due, and where such payment is to be remitted. In the event the University should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the University until the amount shall have been fully paid, and the University agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid.

Certain Covenants of the University

In the Agreement, the University has expressly represented, covenanted and agreed:

(a) To comply with the terms, covenants and provisions expressed or implied, of all contracts pertaining to, affecting or involving the Properties or the business of the University, the violation or breach of which would materially and adversely affect the ability of the University to fulfill its obligations under the Agreement;

(b) Whenever and so often as requested so to do by the Trustee or the Authority, promptly to execute and deliver or cause to be executed and delivered all such other and further instruments and documents, and to promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Authority, the Trustee and the owners of the Bonds all rights, interests, powers, benefits, privileges and advantages conferred upon them under the Agreement and the Indenture;

(c) Promptly, upon the request of the Authority or the Trustee from time to time, to take such action as may be necessary or proper to remedy or cure any material defect in or cloud upon the title to the Properties (other than Excluded Property) or any part thereof, whether now existing or hereafter developing, to prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and to indemnify and save the Authority and the Trustee harmless from all loss, cost, damage and expense, including attorney's fees, which they or either of them may ever incur by reason of any such defect, cloud, suit, action or proceeding;

(d) To defend against every suit, action or proceeding at any time brought against the Authority or the Trustee based on any claim arising out of the receipt, application or disbursement of any of the Trust Estate or involving the Authority's or the Trustee's rights or obligations under the Agreement or under the Indenture (except in the case of the Trustee's negligence or willful misconduct), to indemnify and hold harmless the Trustee and each officer, employee, agent, or other representative of the Trustee against claims arising out of the Trustee's responsibilities under the Agreement, the Indenture or any other document entered into by the Trustee in connection with the Bonds (except in the case of the Trustee's negligence or willful misconduct), to indemnify and hold harmless the Authority and any officer, employee, agent, servant or trustee of the Authority against claims during the term of the Agreement that may be occasioned by any cause pertaining to the construction, use, possession, operation, service, design or management or leasing or subleasing of the Project, the Prior Project or the Properties and any liabilities or losses resulting from violations by the University of conditions, agreements and requirements of law affecting the Project, the Prior Project or the Properties or the ownership, occupancy or use thereof or arising from any defect in or from the operation of the Project, the Prior Project or the Properties, and to protect and insulate the Authority and the members of its Board of Trustees individually from any and

C-21 all financial responsibility or liability whatsoever with respect to the Project, the Prior Project or the Properties;

(e) At all times to maintain the University's rights to carry on the business of the University and to duly procure all licenses and other authorizations required for the carrying on of its business and to provide all renewals and replacements and improvements to, and extensions of, the Properties and to diligently maintain, preserve and renew all the rights, powers, privileges, approvals, licenses and franchises required for the carrying on of its business;

(f) To fulfill its obligations and to perform punctually its duties and obligations under the Agreement and to otherwise carry on its business in accordance with the terms thereof to assure the continued proper operation, management, repair and maintenance of the Properties;

(g) To cause compliance with all material provisions of applicable Federal, State and local laws;

(h) To pay, discharge, indemnify and save the Authority and the Trustee (except in the case of the Trustee's negligence or willful misconduct), and their respective officers, agents, employees, servants and trustees harmless of, from and against any and all costs, claims, damages, expenses, liabilities, liens, obligations, penalties and taxes of every character and nature, by or on behalf of any person, firm, corporation, entity or governmental authority regardless of by whom advanced, asserted, held, imposed or made, which may be imposed upon, incurred by or asserted against the Authority and the Trustee and their respective officers, agents, employees, servants and trustees arising out of, resulting from or in any way connected with the Agreement, the Bonds or the Indenture (excepting, with respect to the Trustee, the willful misconduct and negligence on the part of the Trustee) or their respective officers, agents, employees, servants and trustees. The University also covenants and agrees, at its expense, to pay and to indemnify and to save the foregoing harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand;

(i) That (i) as of the date of the Agreement, it is an organization organized and operated (A) exclusively for educational, scientific or literary purposes, (B) not for pecuniary profit and (C) 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 15 USC Section 77c(a)(4), Section 3(a)(4) of the Securities Act of 1933, as amended, and of 15 USC Section 781(g)(2)(D), Section 12(g)(2)(D) of the Securities Exchange Act of 1934, as amended, and (ii) it shall not perform any act or enter into any agreement which shall adversely affect such status as set forth in the Agreement; and

(j) The provisions of subparagraphs (d) and (h) above shall survive the termination of the Agreement and the payment of the Bonds.

The University has also acknowledged and agreed that it shall pay during the term of the Agreement all Payments and other sums required under the Agreement and all Operation and Maintenance Expenses. The University also expressly covenanted and agreed:

(a) That it shall maintain the Properties, and each and every portion thereof, including all additions and improvements and all facilities adjoining and/or appurtenant thereto, in good operating order and condition, reasonable and ordinary wear and tear alone excepted, and make all necessary repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, and otherwise to make all replacements, alterations, improvements and modifications to the Properties necessary to ensure that the same at all times shall be suitable for the efficient operation thereof for the purpose intended;

C-22 (b) That it shall have full and sole responsibility for the condition, repair, replacement, maintenance and management of the Properties; provided, however, the Authority, the Trustee and their agents shall have the right to inspect the Properties at any reasonable time in a manner which will not interfere unreasonably with the University's use thereof;

(c) That no construction undertakings, including the acquisition, construction and installation of the Project, shall be commenced until the University shall have first procured, so far as the same may be required from time to time, all necessary approvals and authorizations from municipal departments and governmental subdivisions having jurisdiction, and all construction undertakings shall be made and effected promptly and in a good and workmanlike manner and in full compliance with all applicable permits, authorizations and laws and in accordance with all such requirements as insurers of the Project, and all components thereof, may reasonably establish;

(d) That it shall pay, as the same respectively become due, all taxes and assessments, whether general or special, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Properties. The University shall not allow any part of the Properties to become and remain subjected to any mechanics', laborer's or materialmen's liens of record, other than Permitted Liens. Notwithstanding the foregoing, the University may, at its own expense and in its own name, contest any such item of tax, assessment, liens or other governmental charge and, in the event of such contest, may permit the item so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the University that, in the opinion of nationally recognized Bond Counsel, by nonpayment of any such items the security afforded the Bonds pursuant to the terms of the Indenture or the Agreement will be materially endangered, in which event such taxes, assessments or charges shall be paid forthwith. The Authority will cooperate to the extent reasonably necessary with the University in any such claim, defense or contest. In the event the University fails to do so, the Authority or the Trustee may, but shall be under no obligation to, pay any such item and any amounts so advanced therefor by the Authority or the Trustee shall become an additional obligation of the University to the one making the advancement, which amount the University agrees to pay together with interest thereon at the rate of the Trustee's prime lending rate;

(e) That it shall comply promptly with all material provisions of present and future laws, ordinances, orders, rules, regulations and requirements of every duly constituted governmental authority or agency and all material orders, rules and regulations of any regulatory, licensing, insurance underwriting or rating organization or other body exercising similar functions. The University shall likewise perform and comply with all duties and obligations of any kind imposed by law, covenant, condition, agreement or easement and the requirements of all policies of insurance at any time in force with respect to the Properties;

(f) That it shall not use or allow the Properties to be used or occupied for any unlawful purpose or in violation of any private covenant, restriction, condition, easement or agreement covering or affecting the use of the Properties. The University likewise shall not suffer any act to be done or any condition to exist in the Properties or any article to be brought therein or thereon which may be dangerous, unless safeguarded as required by law, or which, under law, constitutes a nuisance, public or private, or which may make void or voidable any insurance then in force with respect thereto;

(g) That it shall provide all equipment, furnishings, supplies, facilities, services and personnel required for the proper operation, management, repair and maintenance of the Properties in an economical and efficient manner, consistent with standards of operation and administration generally acceptable for facilities of comparable size and scope of operations; and

(h) That it shall take all action, if any, that may be required to obtain such consents, exceptions, exemptions or approvals of governmental authorities as may be necessary to permit it to

C-23 comply fully with all covenants, stipulations, obligations and agreements of the University contained in the Agreement.

Negative Pledge; Disposition of Properties

(a) Except for Permitted Liens and as provided below, the University covenants in the Agreement that, so long as any Bonds remain outstanding, it will not hereafter create or suffer to be created any Lien on its Properties.

(b) Notwithstanding the foregoing, the University shall not be prohibited from consummating the following transfers (without intending to limit the generality of the foregoing, "transfer" as used under this caption includes any grant, conveyance, mortgage, encumbrance, pledge, hypothecation, lease or sublease, release, quit-claim, assignment, sale or any other disposition, and shall embrace the creation of an easement, servitude or license, the passage or creation of title, the passage or creation of any interest, the creation of any lien or judgment of record against any Properties of the University or any disposition thereof or any interest therein or part thereof, whether consensual or by operation of law):

(i) transfers of assets in any Fiscal Year which do not in the aggregate exceed 10% of the book value of the assets of the University;

(ii) transfers of assets which, prior to the sale, lease or other disposition, have, or within the next succeeding two years are reasonably expected to, become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the sale, lease, removal or other disposition thereof will not impair the structural soundness, efficiency or economic value of the remaining operating assets of the University, and the Trustee has received a certificate of an Authorized University Representative stating the judgment of the signer to such effect and stating that no Event of Default has happened and is continuing under the Agreement, provided that no such certificate shall be required in the case of any such disposition of any assets having a book value of less than 3% of the book value of the property, plant and equipment, net of accumulated depreciation, of the University;

(iii) transfers of faculty and student dormitories and residences;

(iv) transfers of equipment in the ordinary course of business for terms (including any renewals thereof) of not more than one year;

(v) transfers of assets held by the University primarily for investment and not in connection with its educational activities, provided that any such transfer is for the fair market value of such assets;

(vi) transfers of Excluded Property; and

(vii) transfers of real or personal property donated or bequeathed to the University.

(c) (i) If no Event of Default under the Agreement shall have happened and be continuing, the University may release any Properties from the provisions of the Agreement summarized in paragraph (a) under this caption if, and only if, on the date of the release of any such Properties, the Trustee receives a certificate of an Authorized University Representative stating that the Unrestricted Assets of the University are at least equal to the Unrestricted Liabilities of the University (A) after giving effect to such release, (B) after deducting from such Unrestricted Assets the Excluded Property and the Properties to be released and (C) after deducting from Unrestricted Liabilities the liabilities incurred with respect to the Excluded

C-24 Property and any Unrestricted Liabilities to be released in connection with the release of such Properties.

(ii) In the event the University elects to so release any Properties, it shall give the Trustee prompt written notice specifying the Properties to be released.

(d) Nothing under this caption shall be construed as affecting the obligations of the University outstanding as of the date of the Agreement under its various loan agreements with the United States of America or prohibiting the University from entering into any assignment, pledge or hypothecation of Properties or requiring the University to secure bondholders in connection with a loan agreement with the United States of America to provide a computerized energy management system for the dormitories at the University, to provide reflection glass windows at Monroe Hall, Sharp Hall and Rosen House, to consolidate certain outstanding issues of bonds of the University or to make other improvements to its dormitory system, as provided in the loan agreements between the University and the United States of America, Project Number CH-LA-81D of the United States Department of Education College Housing Program.

(e) Notwithstanding the foregoing provisions of the Agreement summarized under this caption, the provisions of the Agreement summarized in paragraphs (a), (b) and (c) above shall terminate without notice to or consent of the owners of the Bonds and shall no longer be effective and applicable with respect to the Bonds at the earlier of such time as (i) the Outstanding Indebtedness has been paid or deemed paid and is no longer outstanding pursuant to the various trust indentures and agreements under which such Outstanding Indebtedness was issued, or (ii) the date the University obtains the requisite consent to deletion of such provisions from the holders of the Outstanding Indebtedness pursuant to the various trust indentures and agreements under which such Outstanding Indebtedness was issued.

Insurance

The University shall maintain insurance, which may be self-insurance, with respect to the Properties of such type and in such amounts as are customarily carried and against such risks as are customarily insured against by institutions of like size and character with respect to facilities which are similar in nature and function to the Properties, paying as the same become due all premiums in respect thereto.

Assignment of the Agreement

The rights of the University under the Agreement may be assigned as a whole or in part but no such assignment shall constitute a release of the University from its obligations thereunder. Each transferee of the University's interest in the Agreement shall assume the obligations of the University under the Agreement to the extent of the interest assigned, sold or leased, and the University shall, not more than 60 nor less than thirty (30) days prior to the effective date of any such assignment or lease, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of each such assignment or lease.

Amendments to the Agreement

Amendments Not Requiring Bondholder Consent. The Authority and the University, with the consent of the Trustee, but without the consent of, or notice to, any of the Bondholders, may enter into amendments or supplements to the Agreement as shall not be inconsistent with the terms and provisions of the Agreement and in the opinion of the Trustee, who may rely on an opinion of counsel satisfactory to the Trustee, shall not materially and adversely affect the interest of the Bondholders for any one or more of the following purposes: (a) to cure any ambiguity or formal defect, inconsistency or omission in the Agreement or to clarify matters or questions arising thereunder; (b) to add covenants and agreements for the purpose of further securing the obligations of the University under the Agreement; (c) to prescribe

C-25 further limitations and restrictions upon the incurring of indebtedness by the University which are not contrary to or inconsistent with the limitations and restrictions theretofore in effect; (d) to confirm as further assurance any mortgage or pledge of additional property, revenues, securities or funds; (e) to conform the provisions of the Agreement in connection with the provisions of any supplements or amendments to the Indenture entered into pursuant to the Indenture; or (f) to provide any other modifications which, in the reasonable judgment of the Trustee, who may rely on an opinion of counsel satisfactory to the Trustee, are not prejudicial to the interests of the Bondholders.

Amendments Requiring Bondholder Consent. Other than amendments referred to above, the owners of not less than a majority of the aggregate principal amount of Bonds then outstanding shall have the right, from time to time, anything contained in the Agreement to the contrary notwithstanding, to consent to and approve the execution by the Authority and the University of such amendments or supplements to the Agreement as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Agreement; provided, however, that no such amendment or supplement may be executed which decreases the percentage of owners of Bonds required to approve an amendment or supplement without the consent of the owners of all Bonds then outstanding, or which permits a change in the date of payment of the principal of or interest on any Bonds or of any redemption price thereof or the rate of interest thereon without the consent of the owners of all Bonds then outstanding.

Events of Default and Remedies

The following constitute Events of Default by the University under the Agreement:

(a) The University shall default in (i) the timely payment of any Payment of principal of the Bonds maturing or scheduled for mandatory sinking fund redemption or interest due on the Bonds or (ii) on the dates required in the Indenture, Payments into any of the funds established in the Indenture of an amount sufficient to make up any deficiency in any prior payment to be made into such fund and to restore any loss resulting from investment or other causes from such fund, and any other payments required to be made to such fund.

(b) An Event of Default shall exist under the Indenture or the Tax Regulatory Agreement.

(c) The University shall fail duly to perform, observe or comply with any other covenant, condition or agreement on its part under the Agreement (other than a failure to make any Payment described in clause (a) above), and such failure continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the University by the Trustee; 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 the University shall commence such performance, observation or compliance within such period and shall diligently and continuously prosecute the same to completion.

(d) The entry of a decree or order by a court having jurisdiction in the premises adjudging the University a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the University under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, custodian, assignee, or sequestrator (or other similar official) of the University or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days.

(e) The institution by the University of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency against it, or the filing by it of

C-26 a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other similar applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of the University or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due.

Whenever any Event of Default described above shall have happened and be continuing, any one or more of the following remedial steps may be taken: (a) the Authority or the Trustee may declare all installments of Payments under the Agreement to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) the Authority and the Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the University under the Agreement; (c) the Authority and the Trustee may have access to and inspect, examine and make copies of any and all books, accounts and records of the University; and/or (d) the Authority and the Trustee (or the owners of the Bonds in the circumstances permitted by the Indenture) may exercise any option and pursue any remedy provided by the Indenture.

All of the provisions of the Agreement summarized under this caption are subject to and subordinate to the rights and remedies of the Bondholders and the Trustee pursuant to the Indenture. The Authority shall have no power to waive any event of default under the Agreement, except with respect to indemnification and its administrative payments, without the consent of the Trustee to such waiver.

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APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL

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______, 2017

Louisiana Public Facilities Authority Baton Rouge, Louisiana

$______LOUISIANA PUBLIC FACILITIES AUTHORITY REVENUE AND REFUNDING BONDS (TULANE UNIVERSITY OF LOUISIANA PROJECT) SERIES 2017A

We have acted as bond counsel to the Louisiana Public Facilities Authority (the "Authority"), a public trust and public corporation of the State of Louisiana (the "State"), organized and existing under and pursuant to the Indenture of Trust executed August 21, 1974 creating the Authority and the provisions of the Louisiana Public Trust Act, being Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended (the "Public Trust Act"), and other applicable law, in connection with the authorization and issuance by the Authority of the captioned issue of bonds (the "Bonds").

The Bonds have been issued by the Authority pursuant to the provisions of the Public Trust Act, Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Refunding Act" and, together with the Public Trust Act, the "Act"), and other constitutional and statutory authority, and a Trust Indenture (Series 2017A) dated as of November 1, 2017 (the "Indenture") between the Authority and Whitney Bank, as trustee (the "Trustee"). Capitalized terms used herein which are not otherwise defined have the meanings given them in the Indenture.

The Bonds are issuable as fully registered bonds, bear interest from the date thereof until paid at the rates per annum, mature in the principal amounts and on the dates, and are subject to redemption all as set forth in the Indenture and in the Bonds.

The Bonds are issued under and are secured as to principal, redemption premium, if any, and interest by the Indenture which provides a description of the nature and extent of the security for the Bonds, a statement of the terms and conditions under which the Bonds are issued and secured, the rights, duties and obligations of the Authority, the rights, duties and immunities of the Trustee and the rights of the owners of the Bonds.

The Bonds are issued for the purpose of providing funds to The Administrators of the Tulane Educational Fund, a nonprofit corporation organized and existing under the laws of the State (the "University"), for the purpose of, together with other available moneys of the University, (i) refunding all of the Authority's Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007B, (ii) constructing, installing, acquiring, equipping, furnishing, and renovating certain projects for the University; and (iii) paying costs of issuance of the Bonds.

The Authority and the University have entered into a Loan Agreement (Series 2017A) dated as of November 1, 2017 (the "Loan Agreement"), pursuant to which the Authority will loan the proceeds from the sale of the Bonds to the University for the foregoing purposes. Pursuant to the Loan Agreement, the University has agreed to make loan repayments sufficient to pay the principal of, premium, if any, and

D-1 Louisiana Public Facilities Authority ______, 2017

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interest on the Bonds. The rights of the Authority under the Loan Agreement (except for the rights of the Authority relating to exculpation, indemnification and payment of expenses) have been pledged and assigned by the Authority to the Trustee as security for the Bonds.

We have examined (i) the Constitution and statutes of the State, including the Act; (ii) a certified transcript of the proceedings of the Authority authorizing the issuance of the Bonds; (iii) the Indenture, the Loan Agreement and the Tax Regulatory Agreement dated as of November 1, 2017, among the Authority, the University and the Trustee (the "Tax Regulatory Agreement"); and (iv) such other documents, instruments, proofs and matters of law as we have deemed relevant to the issuance of the Bonds and necessary for the purpose of this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the Authority and the University contained in the Loan Agreement and the Tax Regulatory Agreement, the certified proceedings and other certifications of public officials and others furnished to us, including certifications furnished to us by or on behalf of the University, without undertaking to verify the same by independent investigation.

On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, that:

1. The Authority is a public trust and public corporation duly organized and existing under the Constitution and statutes of the State.

2. The Bonds are valid and binding special and limited obligations of the Authority secured by and entitled to the benefits of the Indenture and are payable solely from the payments made by the University pursuant to the Loan Agreement and certain funds held by the Trustee under the Indenture.

3. The Loan Agreement and the Indenture have been duly authorized, executed and delivered by the Authority and constitute valid and binding agreements of the Authority, and all interest of the Authority under the Loan Agreement has been validly assigned, except with respect to certain rights of the Authority relating to exculpation, indemnification and payment of expenses, to the Trustee under the Indenture.

4. The Bonds do not constitute or create an obligation, general or special, debt, liability or moral obligation of the State, or any political subdivision thereof, 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, premium, if any, or interest on the Bonds.

5. Interest on the Bonds is excluded from 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 corporations; however, for the purpose of computing the federal alternative minimum tax imposed on certain corporations, such interest is taken into account in determining adjusted current earnings.

6. Pursuant to the Act, the Bonds and the income thereof are exempt from all taxation in the State.

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In rendering the opinion expressed in paragraph 5 above, we have relied on representations of the Authority and the University with respect to questions of fact material to our opinion without undertaking to verify the same by independent investigation, and have assumed continuing compliance with the covenants in the Indenture, the Loan Agreement and the Tax Regulatory Agreement pertaining to those sections of the Internal Revenue Code of 1986, as amended (the "Code"), which affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. In the event that such representations are determined to be inaccurate or incomplete or the Authority or the University fails to comply with the foregoing covenants, interest on the Bonds could be includable in gross income for federal income tax purposes from the date of their original delivery, regardless of the date on which the event causing such inclusion occurs.

It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture, the Loan Agreement and the other documents enumerated above or the provisions thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and that their enforcement may also be subject to the exercise of the sovereign police powers of the State or its governmental bodies and the exercise of judicial discretion in appropriate cases.

In rendering this opinion, we have relied upon the opinions of even date herewith of David B. Epstein, Esq. and McGuireWoods LLP, counsel to the University, with respect to (i) the due organization and good standing of the University as a nonprofit corporation duly organized and existing under the laws of the State and the status of the University as an organization described in Section 501(c)(3) of the Code, (ii) the corporate power of the University to enter into and the due authorization, execution and delivery by the University of the documents described above to which it is a party and that the same constitute legal, valid and binding obligations of the University, and (iii) matters which might be disclosed as a result of an examination of the indentures, mortgages, deeds of trust and other agreements or instruments to which the University is a party or by which it or its properties are bound. We are not passing upon title to or the description of the University's facilities or the nature or extent of any liens thereon. We have also relied on the opinion of Gregory A. Pletsch & Associates, counsel to the Trustee, with respect to the corporate power of the Trustee to enter into and the due authorization, execution and delivery by the Trustee of the documents described above to which it is a party and the binding effect thereof on the Trustee.

For the purposes of this opinion, our services as bond counsel have not extended beyond the examinations and expressions of the conclusions referred to above. Except as stated above, no opinion is expressed as to any federal, state or local tax consequences resulting from the purchase, ownership of, receipt of interest on, retirement, or disposition of the Bonds.

Respectfully submitted,

D-3

______, 2017

Louisiana Public Facilities Authority Baton Rouge, Louisiana

$______LOUISIANA PUBLIC FACILITIES AUTHORITY TAXABLE REVENUE BONDS (TULANE UNIVERSITY OF LOUISIANA PROJECT) SERIES 2017B

We have acted as bond counsel to the Louisiana Public Facilities Authority (the "Authority"), a public trust and public corporation of the State of Louisiana (the "State"), organized and existing under and pursuant to the Indenture of Trust executed August 21, 1974 creating the Authority and the provisions of the Louisiana Public Trust Act, being Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other applicable law, in connection with the authorization and issuance by the Authority of the captioned issue of bonds (the "Bonds").

The Bonds have been issued by the Authority pursuant to the provisions of the Act and other constitutional and statutory authority, and a Trust Indenture (Series 2017B) dated as of November 1, 2017 (the "Indenture") between the Authority and Whitney Bank, as trustee (the "Trustee"). Capitalized terms used herein which are not otherwise defined have the meanings given them in the Indenture.

The Bonds are issued for the purpose of providing funds to The Administrators of the Tulane Educational Fund, a nonprofit corporation organized and existing under the laws of the State (the "University"), for the purpose of, together with other available moneys of the University for the purpose of (i) constructing, installing, acquiring, equipping, furnishing, and renovating certain projects for the University, and (ii) paying costs of issuance of the Bonds.

The Authority and the University have entered into a Loan Agreement (Series 2017B) dated as of November 1, 2017 (the "Loan Agreement"), pursuant to which the Authority will loan the proceeds from the sale of the Bonds to the University for the foregoing purposes. Pursuant to the Loan Agreement, the University has agreed to make loan repayments sufficient to pay the principal of, premium, if any, and interest on the Bonds. The rights of the Authority under the Loan Agreement (except for the rights of the

D-4 Louisiana Public Facilities Authority ______, 2017

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Authority relating to exculpation, indemnification and payment of expenses) have been pledged and assigned by the Authority to the Trustee as security for the Bonds.

We have examined (i) the Constitution and statutes of the State, including the Act; (ii) a certified transcript of the proceedings of the Authority authorizing the issuance of the Bonds; (iii) the Indenture and the Loan Agreement; and (iv) such other documents, instruments, proofs and matters of law as we have deemed relevant to the issuance of the Bonds and necessary for the purpose of this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the Authority and the University contained in the Loan Agreement, the certified proceedings and other certifications of public officials and others furnished to us, including certifications furnished to us by or on behalf of the University, without undertaking to verify the same by independent investigation.

On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, that:

1. The Authority is a public trust and public corporation duly organized and existing under the Constitution and statutes of the State.

5. Interest on the Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended.

6. Pursuant to the Act, the Bonds and the income thereof are exempt from all taxation in the State.

D-5 Louisiana Public Facilities Authority ______, 2017

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In rendering this opinion, we have relied upon the opinions of even date herewith of David B. Epstein, Esq. and McGuireWoods LLP, counsel to the University, with respect to (i) the due organization and good standing of the University as a nonprofit corporation duly organized and existing under the laws of the State, (ii) the corporate power of the University to enter into and the due authorization, execution and delivery by the University of the documents described above to which it is a party and that the same constitute legal, valid and binding obligations of the University, and (iii) matters which might be disclosed as a result of an examination of the indentures, mortgages, deeds of trust and other agreements or instruments to which the University is a party or by which it or its properties are bound. We are not passing upon title to or the description of the University's facilities or the nature or extent of any liens thereon. We have also relied on the opinion of Gregory A. Pletsch & Associates, counsel to the Trustee, with respect to the corporate power of the Trustee to enter into and the due authorization, execution and delivery by the Trustee of the Indenture and the binding effect thereof on the Trustee.

For the purposes of this opinion, our services as bond counsel have not extended beyond the examinations and expressions of the conclusions referred to above. Except as stated above, no opinion is being rendered as to any federal, state or local tax consequences resulting from the purchase, ownership of, receipt of interest on, retirement, or disposition of the Bonds.

Respectfully submitted,

D-6

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

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FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND, a nonprofit educational institution incorporated and existing under the laws of the State of Louisiana (the “University”).

W i t n e s s e t h:

WHEREAS, the Louisiana Public Facilities Authority (the “Authority”) is a public trust established for public purposes for the benefit of the State of Louisiana by a certain Indenture of Trust dated August 21, 1974 under and pursuant to the provisions of the Louisiana Public Trust Act (La. R.S. 9:2341-2347, as amended) (the “Public Trust Act”); and

WHEREAS, pursuant to a Trust Indenture dated as of November 1, 2017, by and between Whitney Bank, as trustee (the “Trustee”) and the Authority (the “Series 2017A Indenture”), the Authority has issued $______aggregate principal amount of Louisiana Public Facilities Authority Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A (the “Series 2017A Bonds”), and pursuant to a Trust Indenture dated as of November 1, 2017, by and between Whitney Bank, as trustee (the “Trustee”) and the Authority (the “Series 2017B Indenture, and, together with the Series 2017A Indenture, the “Indenture”), the Authority has issued $______aggregate principal amount of Louisiana Public Facilities Authority Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B (the “Series 2017B Bonds” and together with the Series 2017A Bonds, the “Bonds”); and

WHEREAS, concurrently with the issuance of the Bonds, the Authority and the University will enter into a Loan Agreement (Series 2017A) dated as of November 1, 2017 (the “Series 2017A Loan Agreement”) and a Loan Agreement (Series 2017B) dated as of November 1, 2017 (the “Series 2017B Loan Agreement” and, together with the Series 2017A Loan Agreement, the “Loan Agreement”), pursuant to which the Authority will lend the proceeds of the Bonds to the University for the purposes set forth in the Indenture, and the Authority's rights, duties and obligations under the Loan Agreement (except for certain rights of reimbursement of expenses, indemnification and exculpation) are assigned by the Authority under the Indenture to the Trustee for the benefit and security of the present and future owners of the Bonds; and

WHEREAS, pursuant to the Bond Purchase Agreement between the Authority and the Participating Underwriter (as defined herein), and Section 6.5 of the Loan Agreement, the University covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the University for the benefit of the holders of the Bonds and in order to assist the Participating Underwriter in complying with the Rule (as defined herein). The University acknowledges that the Authority and the Trustee have undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Disclosure Agreement or the Rule, are not required under the Rule to undertake any such responsibility, and have no liability to any person, including any holder of the Bonds, with respect to any such reports, notices or disclosures.

E-1

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by the University pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Holder” shall mean any person who has or shares investment power with respect to the Bonds, but shall not include persons who have rights to acquire Bonds in the future.

“Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the single centralized repository for the collection and availability of continuing disclosure documents for purposes of the Rule. The continuing disclosure documents must be provided to the MSRB in searchable portable document format (PDF) at the following address:

Municipal Securities Rulemaking Board Electronic Municipal Market Access Center www.emma.msrb.org

“1934 Act” shall mean the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Official Statement” shall mean the Official Statement with respect to the Bonds, the University, and the Authority, as supplemented.

“Participating Underwriter” shall mean the original underwriters of the Bonds required to comply with the Rule in connection with an offering of the Bonds.

“Rule” shall mean Rule 15c2-12 adopted by the Securities Exchange Commission under the 1934 Act, as the same may be amended from time to time.

“Tax-exempt” shall mean that interest on the Series 2017A Bonds is excluded from gross income for United States 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.

SECTION 3. Provision of Annual Reports.

(a) The University shall, in each year no later than 180 days from the end of the University's first Fiscal Year ending after issuance of the Bonds, with the first such report to be due not later than January 1, 2019, provide to the MSRB an Annual Report which is consistent with the requirements set forth below. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as set forth below; provided that the audited financial statements of the University may be submitted separately

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from the balance of the Annual Report. The last date on which the Annual Report is due may be changed if the University changes its Fiscal Year and the University provides written notice of the change of Fiscal Year and the new last date on which successive Annual Reports will be provided to the MSRB, provided that a change in the date on which the Annual Report is due shall be no later than 180 days after the end of the new Fiscal Year, and provided further that the period between the final date the Annual Report was due for the preceding Fiscal Year and the new date on which the Annual Report is due for the new Fiscal Year shall not exceed one year in duration.

(b) If the University is unable to provide to the MSRB an Annual Report by the date required in (a) above, the University shall send a Notice of Failure to File Annual Report to EMMA, in substantially the form attached as Exhibit A.

SECTION 4. Content of Annual Reports. The University’s Annual Report shall contain or incorporate by reference the following:

(a) Audited financial statements of the University for the preceding Fiscal Year. If the University's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

(b) Basis of accounting used by the University in reporting their financial statements. The University follows generally accepted accounting principles (“GAAP”). In the event of any material change in such requirements, the impact of such changes will be described in the Annual Report of the year such change occurs.

(c) Update of the following information included in Appendix A of the Official Statement (such information will be presented in the same format presented in the Official Statement and with any narrative explanation as may be necessary to accurately explain the information):

Faculty and Staff Student Applications, Acceptances and Enrollments Tuition and Fees Financial Aid Summary of Assets, Liabilities and Net Assets, Revenues, Expenses and Changes in Net Assets, and Cash Flows Private Gifts and Grants Endowment Summary Investment Policy and Allocation Outstanding Indebtedness - Bonds Payable Outstanding Indebtedness - Notes Payable Hedging Agreements Insurance

Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the University or related public entities, which have

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been submitted to the MSRB. If the document incorporated by reference is deemed a final official statement, it shall be available from the MSRB. The University shall clearly identify each such other document so incorporated by reference.

SECTION 5. Reporting of Listed Event. (a) The University shall provide to EMMA and the Trustee, notice of the occurrence of the following events with respect to the Bonds within ten (10) business days of the occurrence thereof:

(i) Principal and interest payment delinquencies; (ii) Nonpayment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability with respect to the Series 2017A Bonds, notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the Tax-exempt status of the Series 2017A Bonds or other material events affecting the Tax-exempt status of the Series 2017A Bonds; (vii) Modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the University; (xiii) Consummation of a merger, consolidation or acquisition involving the University or the sale of all or substantially all of the assets of the University, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or (xiv) Appointment of successor or additional trustee, or the change of the name of a trustee, if material.

Whenever the University obtains knowledge of the occurrence of a Listed Event, the University shall as soon as possible determine if such event would constitute material information for owners of Bonds, provided, that any event under (i), (iii), (iv), (v), (vi), (viii) (tender officers), (ix), (xi) or (xii) shall always be deemed to be material.

(b) After the University determines that the occurrence of a Listed Event is material, the University shall file a notice of such occurrence with the MSRB.

(c) The University shall provide, in a timely manner, to the MSRB, notice of the University’s failure to provide required annual financial information described in (a) or (b) above on or before the date specified.

SECTION 6. Management Discussion of Items Disclosed. If an item required to be disclosed as part of the Annual Report or a Listed Event would be misleading without discussion,

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the University shall additionally provide a statement clarifying the disclosure in order that the statement made will not be misleading in light of the circumstances in which it is made.

SECTION 7. Termination of Reporting Obligation. The obligations of the University under this Disclosure Agreement shall terminate if the University is no longer an “obligated person” within the meaning of the Rule, including upon the defeasance, prior redemption or payment in full of all of the Bonds. The University may not assign or transfer its obligations under the Loan Agreement to any other person, corporation or entity, unless such person, corporation or entity assumes in writing the University's obligations and responsibilities for compliance with this Disclosure Agreement as an “obligated person” within the meaning of the Rule in the same manner as if it were the University, and only thereafter shall the University have no further responsibility hereunder.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision hereof, the University may amend this Disclosure Agreement, and any provision hereof may be waived if:

(a) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the University or type of business conducted;

(b) This Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined either by an opinion of a nationally recognized bond counsel or by approving vote of the holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment.

In the event of any such amendment or waiver of a provision of this Disclosure Agreement, the University shall describe such amendment in the next Annual Report relating to the University and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by or in respect of the University.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the University from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or addition to that which is required by this Disclosure Agreement. If the University chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the University shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure by the University to comply with any provision of this Disclosure Agreement, the Participating Underwriter or any Holder may take

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such actions as may be necessary and appropriate, including mandate or specific performance by court order, to cause the University 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 the Loan Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the University to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the University, the Participating Underwriter and Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 12. Recordkeeping. The University shall maintain records of all Annual Report and Listed Events disclosure including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure.

SECTION 13. 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.

[signature page to follow]

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IN FAITH WHEREOF, the undersigned has executed this Continuing Disclosure Agreement on this _____ of November, 2017.

THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND

By: ______Name: Patrick J. Norton, Senior Vice President and Chief Operating Officer

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EXHIBIT A to Continuing Disclosure Agreement

NOTICE TO EMMA OF FAILURE TO FILE ANNUAL REPORT

Name of Obligated Person: The Administrators of the Tulane Educational Fund

Name of Bond Issues: $______Louisiana Public Facilities Authority Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A and $______Louisiana Public Facilities Authority Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B

Date of Issuance: November ___, 2017

NOTICE IS HEREBY GIVEN that The Administrators of the Tulane Educational Fund, a Louisiana nonprofit educational institution (the “University”) has not provided an Annual Report as required by the Continuing Disclosure Agreement of the University. The University anticipates that its Annual Report will be filed by ______.

Date:

THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND

By: Senior Vice President and Chief Operating Officer

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APPENDIX F

BOOK-ENTRY ONLY SYSTEM

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APPENDIX F

BOOK-ENTRY ONLY SYSTEM

Book-Entry Only System

DTC. The Bonds initially will be issued solely in book entry form to be held in the book- entry-only system maintained by The Depository Trust Corporation ("DTC"), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and, except as otherwise provided herein with respect to Beneficial Owners of beneficial ownership interests, Beneficial Owners will not be or be considered to be, and will not have any rights as, owners or holders of the Bonds under the Indenture. The following discussion will not apply to any Bonds issued in certificate form due to the discontinuance of the DTC Book-Entry Only System, as described below.

The information provided under this caption below has been provided by DTC. No representation is made by the Authority, Tulane, the Underwriters or the Trustee as to the accuracy or adequacy of such information, or as to the absence of material adverse changes in such information subsequent to the date hereof.

DTC will act as securities depository for the Bonds. The 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 bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly- owned subsidiary of The Depository Trust and 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 both as U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC rules

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

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants remain responsible for keeping accounts 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 the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the documents pursuant to which the Bonds are issued. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

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

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

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Redemption proceeds and principal and interest payments on the Bonds are to 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 Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC or its nominee, the Trustee, Tulane or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or 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 securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities 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, Bonds will be printed and delivered to DTC.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources the Authority and Tulane believe to be reliable, but the Authority and Tulane take no responsibility for the accuracy thereof.

THE AUTHORITY, TULANE, THE TRUSTEE AND THE UNDERWRITERS CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF PRINCIPAL OF OR INTEREST AND PREMIUM, IF ANY, ON THE BONDS; (II) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN BONDS; OR (III) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC OR DIRECT OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC.

NEITHER THE AUTHORITY, TULANE, THE TRUSTEE NOR THE UNDERWRITERS WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO SUCH DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE BONDS; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC

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PARTICIPANT; (3) THE PAYMENT BY ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF OR INTEREST OR PREMIUM, IF ANY, ON THE BONDS; (4) THE DELIVERY BY ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER.

Special Considerations. Because DTC can only act on behalf of Direct Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a Beneficial Owner to pledge Bonds to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such Bonds, may be limited due to the lack of a physical certificate for such Bonds.

Discontinuation of Book-Entry Only System. The beneficial owners of the Bonds have no right to a Securities Depository for the Bonds. DTC or any successor Securities Depository may resign as Securities Depository for the Bonds by giving notice to the Authority or the Trustee and discharging its responsibilities under applicable law. In addition, the Authority may remove DTC or a successor Securities Depository at any time. In such event, the Authority shall (i) appoint a Securities Depository qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, notify the prior Securities Depository of the appointment of such successor Securities Depository and transfer one or more separate bond certificates to such successor Securities Depository or (ii) notify the Securities Depository of the availability through the Securities Depository of bond certificates and transfer one or more separate bond certificates to Direct Participants having Bonds credited to their accounts at the Securities Depository. In such event, such Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository or its nominee, but may be registered in the name of the successor Securities Depository or its nominee, or in whatever name or names the Direct Participants receiving such Bonds shall designate, in accordance with the provisions of the Indenture.

If no qualified Securities Depository is a registered owner of the Bonds, the beneficial owners will be paid by the Trustee in the manner described under "Provisions Applicable if Book-Entry Only System is Terminated."

Provisions Applicable if Book-Entry Only System is Terminated

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Bonds are registered, at the addresses as they appear on the Bond Register maintained by the Trustee at the close of business on the applicable Record Date (June 1 or December 1, as the case may be, next preceding an Interest Payment Date or, if such day shall not be a Business Day, the next preceding Business Day) irrespective of any transfer or exchange of the Bonds subsequent to such Record Date and prior to such Interest Payment Date, unless the Authority shall default in payment of interest due on such Interest Payment Date. In the event of any such default, such defaulted interest shall be payable on a payment date established by the Trustee to the persons in whose names the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered owners of the Bonds not less than 15 days preceding such special record date.

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LOUISIANA PUBLIC FACILITIES AUTHORITY • Revenue and Refunding Bonds Series 2017A and Taxable Revenue Bonds Series 2017B (Tulane University of Louisiana Project)