CONCLUSIONES

The following is a brief summary of certain provisions of the Indenture. This summary does not purport to be comprehensive or definitive and is subject to all of the terms and provisions of the Indenture.

Payment of Bonds

Payments, Etc., to be Sufficient. The Issuer covenants in the Indenture that the payments under the Loan Agreement will be such that the Loan Payments will be sufficient in each Fiscal Year to provide for the payment, when due, of the principal or redemption price of and interest on all of the Bonds and to provide for all other deposits and other payments required to made under the Indenture, provided that the Issuer will have no obligation to make such payment or to cause the Loan to be repaid except from the Trust Estate.

Source of Payment of Bonds. The Bonds authorized and all payments to be made by the Issuer thereon and into the various funds established under the Indenture are not general obligations of the Issuer, but are limited obligations payable solely from the Trust Estate.

The pledge of the Trust Estate as security for the performance of all obligations of the Issuer under the Indenture will be valid and binding from the date of execution of the Indenture. The Trust Estate will immediately be subject to the lien of the pledge without any physical delivery or further act. Pursuant to the assignment of the Issuer's rights under the Loan Agreement, the Loan Payments will be paid directly to the Trustee by the Corporation.

Upon receipt of any Loan Payments or other payments under the Indenture, the Trustee will deposit the same in the appropriate fund or funds established under the Indenture. Except as otherwise provided in the Indenture, the Trust Estate will be collected, held and applied for the equal and ratable benefit and security of all Bondholders.

Funds and Accounts

Project Fund. The Indenture provides for the establishment of the Project Fund which will be held in trust by the Trustee until withdrawn and disbursed to pay the costs of the applicable Project, including, but not limited to, fees and expenses of the Authority, the Trustee and the Rating Agencies during and for up to six months following construction, or to be transferred to the Bond Fund as provided in the Indenture. A separate account will be established by the Trustee for each series of Bonds, including a "2011 Project Account" to be funded solely by the proceeds of the Series 2011 Bonds and a "2012 Project Account" to be funded solely by the proceeds of the Series 2012 Bonds and any remaining proceeds of the Series 2011 Bonds held in the Phase II Account.

Promptly after the completion of any Project, the Corporation will deliver to the Trustee a certificate that such Project has been completed and specifying the date of such completion. Upon receipt of such certificate and, after making provisions for payment of any unpaid items, any moneys remaining in the applicable account in the

Project Fund may be transferred at the written direction of the Corporation to the Phase III Account of the Project Fund and used to pay preliminary and other costs of the Phase III Project Facilities, and otherwise will be transferred to the Bond Fund and applied to the payment of principal or redemption price of Bonds or to some other specified use permitted by the Act; provided, in the case of Tax-Exempt Bond proceeds, that an Opinion of Bond Counsel is delivered to the Trustee by the Corporation to the effect that such other use would not adversely affect the tax-exempt status of interest on such Tax-Exempt Bonds.

Bond Fund. The Indenture provides for the establishment of the Bond Fund and within the Bond Fund for each series of Bonds, a Principal Account, an Interest Account, a Capitalized Interest Account, a 2012 Capitalized Interest Account, a Redemption Account and a 2012 Redemption Account. The Trustee will deposit to the credit of the appropriate account in the Bond Fund all installment payments received pursuant to the Loan Agreement, Net Proceeds received by the Trustee pursuant to the Indenture for the purpose of redeeming Bonds, and any other amounts required or permitted to be deposited in the Bond Fund pursuant to the Indenture. Pursuant to the assignment and pledge of certain payments under the Loan Agreement, the Issuer will direct the Corporation in the Loan Agreement to make the Loan Payments directly to the Trustee when and as the same become due and payable under the terms of the Loan Agreement. Moneys so deposited to the Bond Fund will be applied as follows:

(a) To the payment of interest, when due (first from the applicable Capitalized Interest Account until such account is exhausted), on all Outstanding Bonds, including any accrued interest due in connection with redemptions of Bonds;

(b) To the payment, when due, of the principal of Bonds then payable at maturity or upon mandatory sinking fund redemption (but only upon surrender of such Bonds);

(c) During the 12 month period preceding each principal maturity or mandatory redemption date, the Trustee will, at the Written Request of the Corporation and upon deposit of moneys by the Corporation into the Redemption Account for such purpose, purchase Bonds of the maturity becoming due on such principal maturity or mandatory redemption date from funds deposited to the Bond Fund; and

(d) To the payment, when due, from the Redemption Account for a series of Bonds, of all principal and interest due upon redemption of the Bonds other than mandatory sinking fund redemption.

Operational Expense Fund. The Indenture provides for the establishment of the Operational Expense Fund into which shall be transferred amounts from the Revenue Fund to pay Operating Expenses of the Project Facilities. Amounts in the Operational Expense Fund will be transferred, upon the Written Request of the Corporation or the Manager on behalf of the Corporation, to the Operating Account (as defined in and established pursuant to the Management Agreement), for application by the Corporation, or by the Manager on behalf of the Corporation, to payment of Operating Expenses with respect to the Project Facilities occupied or expected to be occupied by students for the following calendar month. The Operating Account shall be held by the Corporation or, if designated by the Corporation in writing, the Manager on behalf of the Corporation, with a financial institution selected by the Corporation, but the Operating Account and the moneys and investments held therein will not constitute part of the Trust Estate under the Indenture and will not secure the Bonds.

Other Funds and Accounts. The Revenue Fund, the Debt Service Reserve Fund, the Operational Reserve Fund, the Repair and Replacement Fund and the Surplus Fund are described under the heading "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2012 BONDS."

Investment of Funds

Moneys on deposit in the funds established under the Indenture will be invested in Qualified Investments;

provided, however, that (a) moneys held in the Bond Fund to be applied to pay the redemption price of Bonds called for redemption will only be invested in Government Obligations with a term not exceeding the earlier of 30 days or the date or dates that moneys therefrom are anticipated to be required, and (b) Qualified Investments purchased with moneys on deposit in the Debt Service Reserve Fund will have an aggregate term to maturity of not greater than ten (10) years. Except as otherwise provided in the preceding sentence with respect to investments in the Bond Fund or

the Debt Service Reserve Fund, such investments will be made so as to mature on or prior to the date or dates that moneys therefrom are reasonably anticipated to be required. As and when any amounts invested pursuant to the Indenture may be needed for disbursements from the Bond Fund or the Debt Service Reserve Fund, the Trustee will cause a sufficient amount of such investments to be sold or otherwise converted into cash to the credit of such Fund.

The interest, income and gains received in respect of any Qualified Investments will, with respect to each fund and account other than the Debt Service Reserve Fund and the Rebate Fund, be retained in such fund or account. The interest, income and gains received in respect of Qualified Investments in the Debt Service Reserve Fund will (a) prior to the date six months after completion of construction of the Student Housing Facilities, be transferred to the Capitalized Interest Account of the Bond Fund and (b) thereafter, be retained in such fund unless the balance in such fund will exceed the Reserve Requirement, in which case such amounts in excess of the Reserve Requirement will be deposited to the credit of the Interest Account of the Bond Fund. The interest, income and gains received in respect of Qualified Investments in the Rebate Fund will be deposited to the credit of the Income Account of the Rebate Fund.

Review of Bond Register

The Trustee will keep on file at its Principal Office the Bond Register relating to the Bonds indicating the names and addresses of the owners of the Bonds of each series and the serial numbers of such Bonds held by each of such owners. At reasonable times and under reasonable regulations established by the Trustee, the Bond Register may be inspected and copied by the Corporation, the Trustee, the Issuer or the authorized representative of any owner or owners of 15% or more in principal amount of the Bonds then outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee.

Rights Under the Loan Agreement

The Issuer agrees that the Trustee in its own name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Corporation under and pursuant to the Loan Agreement for and on behalf of the Bondholders (other than Unassigned Rights), whether or not the Issuer is in default under the Indenture.

Compliance with Internal Revenue Code

The Issuer covenants and agrees in the Indenture that it will make no use of the proceeds of the Series 2011 Bonds, the Series 2012 Bonds or any other Tax-Exempt Bonds which would cause such Bonds to be "arbitrage bonds" and that it will comply with the requirements of the Code throughout the term of such Bonds.

Events of Default; Remedies

Events of Default. Each of the following events constitutes an event of default under the Indenture:

(a) payment of any installment of interest payable on any of the Bonds is not made when the same becomes due and payable; or

(b) payment of the principal of or the premium, if any, payable on any of the Bonds is not made when the same becomes due and payable, either at maturity, by proceedings for redemption, upon acceleration, through failure to make any payment to any fund under the Indenture or otherwise; or

(c) the Issuer will for any reason be rendered incapable of fulfilling its obligations under the Indenture; or

(d) an order or decree is entered appointing a receiver, receivers, custodian or custodians for any of the revenues of the Issuer, or approving a petition filed against the Issuer seeking reorganization of the Issuer under the federal bankruptcy laws or any other similar law or statute of the United States of America or any state thereof, or if any such order or decree, having been entered without the consent or

acquiescence of the Issuer, is not vacated or discharged or stayed on appeal within 120 days after the entry thereof; or

(e) any proceeding is instituted, with the consent or acquiescence of the Issuer, or any plan is entered into by the Issuer, for the purpose of effecting a composition between the Issuer and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or Commonwealth statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from any part or all of the Trust Estate, including the Loan Payments and other moneys derived by the Issuer under the Loan Agreement; or

(f) the Issuer (i) files a petition in bankruptcy or under Title 11 of the United States Code, as amended, (ii) makes an assignment for the benefit of its creditors or (iii) consents to the appointment of a receiver, custodian or trustee for itself or for the whole or any part of the Trust Estate, including the Loan Payments and other moneys derived by the Issuer under the Loan Agreement; or

(g) if (i) the Issuer is adjudged insolvent by a court of competent jurisdiction, (ii) on a petition in bankruptcy filed against the Issuer, the Issuer is adjudged as bankrupt or (iii) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver, custodian or trustee of the Issuer or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees is not vacated or set aside or stayed within 120 days from the date of entry thereof; or

(h) the Issuer files a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or

(i) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the Issuer or of the whole or any substantial part of its property, and such custody or control is not terminated within 30 days from the date of assumption of such custody or control; or

(j) the occurrence of an "Event of Default" under the Loan Agreement, the Ground Lease or the Mortgage or any amendment or supplement thereto; or

(k) the Issuer defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Indenture or in any indenture supplement to be performed on the part of the Issuer, and such default continues for 30 days after written notice specifying such default and requiring the same to be remedied has been given to the Issuer and the Corporation by the Trustee; provided that the Trustee may give such notice at the written request of the owners of not less than 10% in aggregate principal amount of the Bonds then outstanding under the Indenture; provided further, that if such default cannot with due diligence and dispatch be wholly cured within 30 days but can be wholly cured, the failure of the Issuer to remedy such default within such 30-day period will not constitute a default under the Indenture if the Issuer will immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, will thereafter prosecute and complete the same with due diligence and dispatch.

If on the date payment of principal of or interest on the Bonds is due, sufficient moneys are not available to make such payment, the Trustee will give telephonic notice of such insufficiency to the Corporation and the Issuer.

Acceleration. The Trustee (a) may, upon the occurrence of an Event of Default specified above in clause (a) or (b) under the heading "— Events of Default, Remedies," without any action on the part of the Bondholders, or (b) will, upon the occurrence of any Event of Default specified above (other than an Event of Default specified in clause (j) or (k) above) and receipt of the written request of the owners of not less than 25% in principal amount of the Bonds then outstanding under the Indenture or (c) shall, upon the occurrence of an Event of Default specified in clause (j) and (k) above and receipt of the written request of the owners of not less than 51% in principal amount of