PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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In that case,such Series 2001 Bonds will be secured solely by the cash or securities deposited with the Trustee. Additional Indebtedness Subject to the consent of a majority of Holders, the Borrower may incur additional indebtedness relating to the Project or other senior housing or health care facilities in the future only upon satisfying certain conditions set forth in the Loan Agreement and the Indenture. Such indebtedness may be secured on a parity with the Senior Bonds or the Subordinate Bonds and, if secured on a parity,would be payable on a parity with the Senior Bonds or the Subordinate Bonds,as the case maybe,and secured by a mortgage lien,security interest and assignment of rents relating to the Project on a parity with that of the Mortgage or the Subordinate Mortgage, as the case may be. (See "The Loan Agreement - Special Covenants" in Appendix A to this Official Statement.) TAX INCREMENT ASSISTANCE The Orono Housing and Redevelopment Authority(the"HRA")has agreed to provide certain tax increment revenues generated by the Project to the Borrower in the form of a tax increment revenue note of the HRA with an expected amount equal to 90%of the estimated taxestax increment to be paid during the term of the Note which includes an interest rate of 7.0%(the "Note"). The Note provides for semiannual payments in August and February of each year from August 1,2002 through February 1,2024,payable solely from 90%of the tax increment generated by the Project in the preceding six-month period. The payments are reduced if 90%of the actual tax increment produced by the Project(from property taxes paid by the Borrower)in the preceding six-month period is less than the stated payment amount. The Note payments are critical for the achievement of the debt service coverage set forth in the Financial Forecast set forth in Appendix C. As a condition to the tax increment assistance, the Borrower will have certain obligations relating to the Project under the Development Agreement,dated as of November 1, 2001 among the City, the HRA and the Borrower (the "Development Agreement"). Among other things, the Development Agreement requires the Borrower to execute a Regulatory Agreement,which imposes tenant income restrictions relating to twenty percent (20%) of the units in the Project as described herein in Appendix B - "THE PROJECT - Tenant Income Limitations." In the event of a default by the Borrower with respect to its obligations under the Development Agreement,which includes completion of construction of the Project,the HRA may,among other remedies,terminate its payments to the Borrower under the Note,which could adversely affect the Borrower's ability to make its debt service payments with respect to the Series 2001 Bonds. The Note has been assigned to the Trustee(and the Trustee's successors and assigns).