ESCROW DEPOSIT AGREEMENT

MARYLAND HEALTH AND HIGHER EDUCATIONAL FACILITIES AUTHORITY

and

THE BANK OF NEW YORK MELLON, as Escrow Deposit Agent and Trustee

ESCROW DEPOSIT AGREEMENT

Dated as of July 1, 2015

$159,685,000 Maryland Health and Higher

Educational Facilities Authority Revenue Bonds

LifeBridge Health Issue Series 2015

Section

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.0 1. Definitions ....................................................................................... 2

Section 1.02. Rules of Construction ...................................................................... 3

ARTICLE II ESCROW FOR REFUNDED BONDS

Section 2.0 1. Receipt of Resolution ..................................................................... .4

Section 2.02. Establishment of Escrow Deposit Fund ......................................... .4

Section 2.03. Deposit of Funds ............................................................................ .4

Section 2.04. Deposit Irrevocable ......................................................................... 4

Section 2.05. Investment of Funds; Payment of Refunded Bonds ........................ 5

Section 2.06. Investment of Surplus Funds ........................................................... 5

Section 2.07. Pledges and Liens ............................................................................ 6

Section 2.08. Redemption of Refunded Bonds ..................................................... 6

Section 2.09. Fees and Expenses of Escrow Deposit Agent;

Indemnification of Escrow Deposit Agent. ..................................... 7

Section 2.1 0. Liability of Escrow Deposit Agent; Duties of Escrow Deposit Agent. .................................................... 8

Section 2.11. Effective Date; Termination Date ................................................... 8

Section 2.12. Notice of Refunding ....................................................................... 9

ARTICLE III MISCELLANEOUS

Section 3. 01. Entire Agreement; Counterparts ...................................................... 9

Section 3.02. Severability ...................................................................................... 9

Section 3.03. Maryland Law ................................................................................. 9

Section 3.04. Agreement Constitutes Security Agreement. .................................. 9

Section 3.05. Resignation and Removal of Escrow Deposit Agent; Successor Escrow Deposit Agent. ................................................ 1 0

Section 3.06. Amendments .................................................................................. 11

Section 3.07. Limited Liability of Authority ....................................................... 11

Schedule A Schedule B Schedule C ScheduleD

Government Obligations Debt Service Requirements of Refunded Bonds Form ofNotice of Redemption of Refunded Bonds Form ofNotice of Refunding of Refunded Bonds

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ESCROW DEPOSIT AGREEMENT

This ESCROW DEPOSIT AGREEMENT, dated as of July 1, 2015 (this "Agreement"), is by and between MARYLAND HEALTH AND HIGHER EDUCATIONAL FACILITIES AUTHORITY, a body politic and corporate of the State of Maryland, constituting an instrumentality organized and existing under and by virtue of the laws of the State of Maryland (the "Authority"), and THE BANK OF NEW YORK MELLON, a banking corporation organized under the laws of the State ofNew York, as escrow deposit agent (the "Escrow Deposit Agent") under this Agreement and as trustee (the "Trustee") under the Resolution (defined herein).

RECITALS

Pursuant to the LifeBridge Health Bond Resolution adopted by the Authority on January 1, 2008, as amended and supplemented, the Authority issued, sold and delivered its Revenue Bonds, LifeBridge Health Issue, Series 2008 (the "2008 Bonds"), in order to finance and refinance for Sinai Hospital of Baltimore, Inc., Northwest Hospital Center, Inc. and Levindale Hebrew Geriatric Center and Hospital, Inc. (collectively, the "Hospitals") the costs of certain projects authorized by the Maryland Health and Higher Educational Facilities Authority Act, consisting of Sections 10-301 through 10-356 of the Economic Development Article of the Annotated Code of Maryland (the "Act").

At the request of the Obligated Group Representative (as defined herein), the Authority has determined to provide for the payment of a portion of the outstanding 2008 Bonds maturing on July 1 of the following years and in the following amounts: 2018, $560,000, 2019, $585,000, 2020, $610,000, 2021, $1,450,000, 2022, $2,320,000, 2023, $2,445,000, 2028, $10,990,000 and 2034, $6,455,000, respectively (collectively, the "Refunded Bonds," as defined herein), by depositing with the Escrow Deposit Agent immediately available funds sufficient to purchase certain Government Obligations (defined herein), which Government Obligations are not redeemable prior to maturity at the option of the issuer and are in such amounts and mature or are redeemable at stated prices fixed as to principal and interest at such times that money available from such maturing principal and interest, together with cash on deposit in the Escrow Deposit Fund (defined herein), will be sufficient to pay the interest on the Refunded Bonds becoming due on or before July 1, 2017 and to pay on July 1, 2017, the redemption price of the Refunded Bonds and accrued interest thereon.

The Authority has determined to issue its $159,685,000 Maryland Health and Higher Educational Facilities Authority Revenue Bonds, LifeBridge Health Issue, Series 2015 (the "Series 2015 Bonds"), a portion of the proceeds of which, together with certain other moneys which are or will become available, will be sufficient to effect the refunding the Refunded Bonds.

NOW, THEREFORE, the Authority, the Escrow Deposit Agent and the Trustee, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, do hereby agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

In addition to the terms defined elsewhere herein, the terms used in this Agreement shall have the meanings provided for such terms in the Resolution unless a different meaning clearly appears from the context. As used in this Agreement, the following terms shall have the meanings indicated:

"Escrow Deposit Fund" means the fund so designated that is created and established by this Agreement.

"Escrowed Government Obligations" means Government Obligations on deposit from time to time to the credit of the Escrow Deposit Fund.

"Fitch" means Fitch Ratings and its successors.

"Government Obligations" means direct obligations of, or obligations the timely payment of the principal of and the interest on which are unconditionally guaranteed by, the United States of America. The term Government Obligations does not include mutual funds or unit investment trust funds that invest in such obligations.

"Independent Public Accountant" means an individual, partnership or corporation engaged in the accounting profession, either entitled to practice, or having members or officers entitled to practice, as a certified public accountant under the laws of the State of Maryland, who is not an officer, director, trustee or full-time employee of the Authority or any Obligated Group Member (as defined in the Loan Agreement), retained by the Authority or the Escrow Deposit Agent to pass upon those matters required by this Agreement to be passed upon by an Independent Public Accountant.

"Loan Agreement" means the Master Loan Agreement dated as of January 1, 2008 between the Authority and the Obligated Group Members named therein, as heretofore amended and supplemented and as further amended and supplemented from time to time.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Obligated Group Members" means, collectively, LifeBridge Health, Inc., Sinai Hospital of Baltimore, Inc., Northwest Hospital Center, Inc., Levindale Hebrew Geriatric Center and Hospital, Inc., The Baltimore Jewish Health Foundation, Inc., Children's Hospital at Sinai Foundation, Inc., Carroll Hospital Center, Inc., Carroll County Health Services Corporation, Carroll Hospice, Inc., Carroll County Med-Services, Inc., Carroll Health Group, LLC and Carroll Regional Cancer Center Physicians, LLC.

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"Obligated Group Representative" means LifeBridge Health, Inc. or any successor designated in accordance with the terms of the Loan Agreement.

"Rating Agency" means Fitch, Moody's, S&P or any other securities rating agency that, at the request of the Authority, shall have assigned a rating with respect to any Refunded Bonds if such rating is then in effect, and their successors and assigns, and "Rating Agencies" means all such rating agencies, collectively.

"Redemption Date" means July 1, 2017.

"Resolution" means the LifeBridge Health Bond Resolution adopted by the Authority on January 1, 2008, as heretofore amended and supplemented and as further amended and supplemented from time to time.

"Refunded Bonds" means a portion of the 2008 Bonds maturing on July 1 of the following years and in the following amounts: 2018, $560,000, 2019, $585,000, 2020, $610,000, 2021, $1,450,000, 2022, $2,320,000, 2023, $2,445,000, 2028, $10,990,000 and 2034, $6,455,000, respectively.

"S&P" means Standard & Poor's Ratings Services and any successor.

"Series 2015 Bonds" means the Maryland Health and Higher Educational Facilities Authority Revenue Bonds, LifeBridge Health Issue, Series 2015.

"Trustee" means The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York, in its capacity as trustee under the Resolution, and any other entity that may at any time be substituted in its place pursuant to the Resolution, and their successors.

"2008 Bonds" means the Authority's Revenue Bonds, LifeBridge Health Issue, Series 2008.

Section 1.02. Rules of Construction.

Unless the context clearly indicates to the contrary, the following rules shall apply to the construction of this Agreement:

(a) Words importing the singular number include the plural number and words importing the plural number include the singular number.

(b) Words of the masculine gender include correlative words of the feminine and neuter genders.

(c) The headings set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

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(d) Words importing persons include any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof.

(e) Any reference to a particular Article, Section or Schedule shall be to such Article, Section or Schedule of or to this Agreement unless the context shall otherwise require.

ARTICLE II

ESCROW FOR REFUNDED BONDS

Section 2.01. Receipt of Resolution.

The Escrow Deposit Agent hereby acknowledges receipt of a copy of the Resolution.

Section 2.02. Establishment of Escrow Deposit Fund.

There is hereby created and established with the Escrow Deposit Agent a special and irrevocable Escrow Deposit Fund to be held in trust by the Escrow Deposit Agent separate and apart from other funds of the Authority and of the Escrow Deposit Agent.

Section 2.03. Deposit of Funds.

(a) The Authority herewith deposits or is causing to be deposited with the Escrow Deposit Agent in the Escrow Deposit Fund immediately available funds in the amount of $27,635,692.34, constituting a portion of the net proceeds of the Series 2015 Bonds, which amount shall be applied solely as provided in this Agreement.

(b) The Authority represents, based solely on the report of Causey Demgen & Moore P.C. dated July 30,2015, that the funds specified in paragraph (a) above are and will be sufficient to purchase Government Obligations that will mature as to principal and interest in such amounts and at such times as shall provide, together with cash on deposit in the Escrow Deposit Fund, sufficient money to pay when due the interest on the Refunded Bonds becoming due on or before July 1, 2017 and to pay upon redemption on July 1, 2017 the Redemption Price of and accrued interest on the Refunded Bonds.

Section 2.04. Deposit Irrevocable.

The deposit of funds in the Escrow Deposit Fund shall constitute an irrevocable deposit of such funds for the equal and ratable benefit of the holders of the Refunded Bonds. The principal of the Escrowed Government Obligations and the interest earned thereon, together with any cash on deposit in the Escrow Deposit Fund, shall be held in escrow and shall be applied, as set forth herein, solely to the payment of the Redemption Price of and interest on the Refunded Bonds and as otherwise described in Section 2.06(b) and (c).

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Section 2.05. Investment of Funds; Payment of Refunded Bonds.

(a) The Escrow Deposit Agent hereby acknowledges the creation and establishment of the Escrow Deposit Fund, and acknowledges receipt of the money described in Section 2.03. The Escrow Deposit Agent shall apply a $27,635,163.86 portion of such money to the purchase of the Government Obligations described in Schedule A by wiring such amount on the date of issuance of the Series 2015 Bonds and shall provide appropriate delivery instructions to the provider of such securities. The Escrow Deposit Agent shall keep the remaining $528.48 deposited in the Escrow Deposit Fund in cash.

(b) Except as otherwise expressly provided in this Agreement and, subject to the limitations of this Agreement, the Escrow Deposit Agent shall have no power or duty to invest any money held hereunder or to make substitutions of Escrowed Government Obligations held hereunder.

(c) No part of the money or funds at any time in the Escrow Deposit Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause the Series 2015 Bonds or the 2008 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder.

(d) The Escrow Deposit Agent shall deposit, as received, all maturing principal of and interest on Escrowed Government Obligations to the credit of the Escrow Deposit Fund. On each interest payment date and the Redemption Date, the Escrow Deposit Agent shall pay to the Trustee, from cash on hand in the Escrow Deposit Fund, a sum sufficient to pay the Redemption Price of and interest on the Refunded Bonds payable on such date as set forth in Schedule B.

Section 2.06. Investment of Surplus Funds.

(a) Except as otherwise provided in this Section, any cash on deposit in the Escrow Deposit Fund constituting proceeds of the maturing principal of or interest on Escrowed Government Obligations shall be held in cash and not invested. Any cash on deposit in the Escrow Deposit Fund the investment of which is not otherwise provided for herein shall be invested in accordance with the written direction of the Authority, provided that (i) any such investment shall be in Government Obligations maturing on or before the immediately succeeding January 1 or July 1, whichever is earlier, and shall mature in amounts at least equal to the purchase price of such investments, and (ii) the Authority shall provide to the Escrow Deposit Agent an opinion of Bond Counsel to the effect that such investment will not adversely affect the excludability from gross income for federal income tax purposes of interest paid on the 2008 Bonds or the Series 2015 Bonds.

(b) Upon the written direction of an Authorized Officer of the Authority, any investment held in the Escrow Deposit Fund may be redeemed or sold prior to its maturity and the proceeds thereof invested in Government Obligations, as specified in such written direction, or any earnings resulting from reinvestments permitted by paragraph (a) may be withdrawn from

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the Escrow Deposit Fund, for application as specified in such written direction, provided that the Authority furnishes to the Escrow Deposit Agent (i) verification from an Independent Public Accountant that the principal and interest becoming due on the Escrowed Government Obligations and any moneys remaining on deposit in the Escrow Deposit Fund will provide the Escrow Deposit Agent with moneys which at all times will be sufficient without further reinvestment to make the payments on the Refunded Bonds described in Section 2.03(b ), and (ii) an opinion of Bond Counsel to the effect that such transaction will not adversely affect the excludability from gross income for federal income tax purposes of interest paid on the 2008 Bonds or the Series 2015 Bonds.

(c) Should any moneys remain in the Escrow Deposit Fund on the Redemption Date, after providing for the payment in full of the Redemption Price of and interest on the Refunded Bonds, such balance shall at the direction of the Authority be paid first to the Escrow Deposit Agent as payment of the fees and expenses described in Section 2.09 and second, in the Authority's discretion, either (i) to the Trustee or (ii) to the Obligated Group Representative.

Section 2.07. Pledges and Liens.

The Authority hereby assigns, pledges and grants to the Escrow Deposit Agent for the equal and ratable benefit of the holders of the Refunded Bonds a security interest in the Escrowed Government Obligations and the interest income thereon at any time on deposit in or credited to the Escrow Deposit Fund. The Escrow Deposit Agent shall have an express first lien on, pledge of and security interest in all funds, Escrowed Government Obligations and income earned thereon at any time on deposit in or credited to the Escrow Deposit Fund, all for the equal and ratable benefit of the holders of the Refunded Bonds, until such funds, Escrowed Government Obligations and income are used and applied in accordance with this Escrow Deposit Agreement.

Section 2.08. Redemption of Refunded Bonds.

The Authority hereby directs the Trustee, at least 20 days before the Redemption Date to cause a notice of redemption substantially in the form set forth on Schedule C to (i) be mailed, postage prepaid, to all registered owners of the Refunded Bonds to be redeemed at their addresses as they appear on the registration books provided for in the Resolution and (ii) be submitted to the Municipal Securities Rulemaking Board (the "MRSB") through its Electronic Municipal Market Access ("EMMA") system. Mailing of any such notice of redemption as set forth in this Section shall not be a condition precedent to the redemption of the Refunded Bonds, and failure to so mail any such notice shall not affect the validity of the proceedings for the redemption of the Refunded Bonds. The Trustee hereby agrees to give the foregoing notice as directed.

On the Redemption Date, the Escrow Deposit Agent shall make the payment, from cash on hand in the Escrow Deposit Fund, required by Section 2.05(d). The Authority reserves the right to redeem the Refunded Bonds prior to the Redemption Date.

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Section 2.09. Fees and Expenses of Escrow Deposit Agent; Indemnification of Escrow Deposit Agent.

The Escrow Deposit Agent shall be entitled to a reasonable fee in connection with the performance of its duties under this Agreement and to reimbursement of its reasonable expenses, including (without limitation) attorneys' fees, but any failure to receive such fee or reimbursement shall not relieve the Escrow Deposit Agent of its duties hereunder as Escrow Deposit Agent, such duties being unconditionally and irrevocably accepted by the Escrow Deposit Agent for the benefit of the holders from time to time of the Refunded Bonds by its execution hereof, subject to the provisions of Section 3.05. No Escrowed Government Obligations or moneys on deposit in the Escrow Deposit Fund shall be used to pay any fees or expenses of the Escrow Deposit Agent except as provided in Section 2.06( c) or to the extent of amounts which may be withdrawn from the Escrow Deposit Fund in accordance with Section 2.06(b).

The Escrow Deposit Agent may request payment of its reasonable fees and its expenses incurred in connection with its acting as Escrow Deposit Agent hereunder and as Trustee under the Resolution from the Obligated Group Representative or the Authority, including (without limitation) unusual or extraordinary expenses relating to undertaking any unusual or extraordinary services, not anticipated at the time of the execution and delivery of this Agreement. Such fees and expenses shall constitute Administrative Expenditures under the Loan Agreement, payable by the Obligated Group Members in accordance with the terms thereof, and the Authority shall have no liability therefor except to pay the same from any payments received therefor or under the Loan Agreement. The Escrow Deposit Agent agrees that it shall have no lien or right of set off whatsoever upon any of the moneys or securities in the Escrow Deposit Fund for the payment of its fees and expenses and further agrees that it shall not claim any such lien or assert a right of set off.

The Escrow Deposit Agent shall be under no obligation to institute any suit, or to undertake any proceeding under this Agreement, or to enter any appearance or in any way defend in any suit in which it may be made defendant for any action taken or any failure to act hereunder, or to take any steps in enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all losses and liabilities; provided, however, that any such costs and expenses, outlays, counsel fees and other reasonable disbursements, losses and liabilities shall be paid solely from Revenues. The Escrow Deposit Agent may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as the Escrow Deposit Agent, without indemnity, and in such case the Authority shall reimburse the Escrow Deposit Agent solely from the Revenues for all losses and liabilities and any costs and expenses, outlays, counsel fees and other reasonable disbursements properly incurred in connection therewith.

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Section 2.10. Liability of Escrow Deposit Agent; Duties of Escrow Deposit Agent.

(a) The Escrow Deposit Agent and its respective successors, assigns, agents and servants, absent negligence or willful misconduct, shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of, and performance of its duties under, this Agreement, the establishment of the Escrow Deposit Fund, the acceptance of the moneys deposited therein, the purchase of Escrowed Government Obligations, the retention of the Escrowed Government Obligations or the proceeds thereof, or any payment, transfer or other application of moneys or securities by the Escrow Deposit Agent in accordance with the provisions of this Agreement.

(b) This Agreement sets forth exclusively the duties of the Escrow Deposit Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement against the Escrow Deposit Agent. The Escrow Deposit Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice, advice or direction in connection with the provisions hereofhas been duly authorized to do so.

(c) The Escrow Deposit Agent may rely conclusively, and shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or document that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Agreement.

(d) The Escrow Deposit Agent may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents or receivers appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

(e) The Escrow Deposit Agent shall not be required to risk, use or advance its own funds in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

(f) The Escrow Deposit Agent may consult with counsel of its own choice and shall not be liable for action taken or omitted to be taken by the Escrow Deposit Agent in accordance with the written advice of such counsel.

Section 2.11. Effective Date; Termination Date.

This Agreement shall become effective upon its execution and delivery and shall terminate when all the Refunded Bonds and interest due thereon have been paid and discharged and all moneys remaining in the Escrow Deposit Fund have been paid as provided in Section 2.06(c).

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Section 2.12. Notice of Refunding.

Within 10 days after the delivery of and payment for the Series 2015 Bonds, the Escrow Deposit Agent shall cause a notice of refunding, substantially in the form set forth in Schedule D, to be (a) mailed to the registered owners of the Refunded Bonds at their addresses as they appear on the registration books provided for in the Resolution and (b) provided to the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (EMMA) system.

ARTICLE III

MISCELLANEOUS

Section 3.01. Entire Agreement; Counterparts.

This Agreement shall be irrevocable, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 3.02. Severability.

If any clause, provision or Section of this Agreement is held illegal or invalid by any court, the invalidity of such clause, provision or Section shall not affect any of the remaining clauses, provisions or Sections hereof, and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision or Section had not been contained herein. In case any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be determined to be the agreement or obligation of the Authority or the Escrow Deposit Agent, as the case may be, only to the full extent permitted by law and, in such event, the Escrow Deposit Agent shall provide prompt notice thereof to the Rating Agencies.

Section 3.03. Maryland Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (including, without limitation, the Act).

Section 3.04. Agreement Constitutes Security Agreement.

The Authority executes this Agreement as a debtor under the Maryland Uniform Commercial Code and the Escrow Deposit Agent executes this Agreement as a secured party under the Maryland Uniform Commercial Code, it being intended by the parties hereto that this Agreement shall constitute and be a security agreement under the laws of the State of Maryland.

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Section 3.05. Resignation and Removal of Escrow Deposit Agent; Successor Escrow Deposit Agent.

The Escrow Deposit Agent may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 30 days' written notice specifying the date when such resignation shall take effect to the Authority and causing the Trustee to mail such notice to the holders of the Refunded Bonds at least 30 days prior to the date on which such resignation is to take effect. Such resignation shall take effect upon the appointment of a successor escrow deposit agent and acceptance of such appointment by such successor.

The Escrow Deposit Agent may be removed at any time by the Authority. The Escrow Deposit Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Agreement with respect to the duties and obligations of the Escrow Deposit Agent by any court of competent jurisdiction upon the application of the Authority or of the holders of not less than 1 0% in aggregate principal amount of the Refunded Bonds.

If the Escrow Deposit Agent shall be removed, be dissolved or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Escrow Deposit Agent or of its property shall be appointed, or if any public officer shall take charge or control of the Escrow Deposit Agent or of its property or affairs, the position of the Escrow Deposit Agent hereunder shall thereupon become vacant. If the position of Escrow Deposit Agent shall become vacant for any of the foregoing reasons or for any other reason, a successor Escrow Deposit Agent shall be appointed by the Authority. Copies of any instrument of the Authority providing for any such appointment shall be delivered by the Authority to the Escrow Deposit Agent so appointed and the predecessor Escrow Deposit Agent. The Authority shall cause the Trustee to mail notice of any such appointment to each of the holders of the Refunded Bonds within 30 days after such appointment.

If in a proper case no appointment of a successor Escrow Deposit Agent shall be made within 45 days after the occurrence of any event requiring or authorizing such appointment, the Escrow Deposit Agent or any holder of any Refunded Bond may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor.

Any successor Escrow Deposit Agent appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Escrow Deposit Agent required by this Agreement.

Any successor Escrow Deposit Agent appointed under the provisions of this Section shall execute, acknowledge and deliver to its predecessor and the Authority an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or

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conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations and trusts of its predecessor hereunder, with like effect as if originally appointed as Escrow Deposit Agent. However, the Escrow Deposit Agent then ceasing to act shall nevertheless, on request of the Authority or of such successor, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers and trusts of such Escrow Deposit Agent and all the right, title and interest of such Escrow Deposit Agent in and to the Escrow Deposit Fund and any other property held by it hereunder, and shall pay over, assign and deliver to such successor all moneys and Escrowed Government Obligations on deposit in the Escrow Deposit Fund and any other properties subject to the trusts and conditions herein set forth.

Any company into which the Escrow Deposit Agent may be merged or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Deposit Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Escrow Deposit Agent hereunder, without any further act, deed or conveyance, provided that such company shall be a commercial bank or trust company or national banking association qualified to be a successor to such Escrow Deposit Agent under the provisions of this Section.

Section 3.06. Amendments.

(a) This Agreement may be amended for any purpose or revoked with the unanimous consent of the Authority, the Escrow Deposit Agent and the holders of 100% of the Refunded Bonds; provided, however, that, without the consent of the holders of the Refunded Bonds, this Agreement may be amended for the purpose of obtaining ratings on the Refunded Bonds of "Aaa" from Moody's or "AAA" from Fitch or S&P; and provided further that no such amendment shall become effective until each Rating Agency, if any, shall have provided to the Escrow Deposit Agent written confirmation that such amendment will not adversely affect such rating.

(b) Except as set forth in paragraph (a), this Agreement may not be amended except for clarification purposes and then only upon delivery to the Escrow Deposit Agent and the Authority of an opinion of Bond Counsel to the effect that such amendment will not have a material adverse effect on the holders of the Refunded Bonds.

(c) In the case of any revocation or amendment permitted by this Section, the Escrow Deposit Agent shall provide written notice and a copy of such proposed amendment to each Rating Agency prior to the effectiveness of such revocation or amendment, respectively.

Section 3.07. Limited Liability of Authority.

Neither the State of Maryland nor any political subdivision thereof nor the Authority is obligated to pay the Refunded Bonds or the interest thereon except from the amounts on deposit in the Escrow Deposit Fund, and neither the faith and credit nor the taxing power of the State of

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Maryland, of any political subdivision thereof or of the Authority is pledged to the payment of the Refunded Bonds or the interest thereon. The Authority has no taxing power.

In the exercise of the powers and the performance of the duties of the Authority and its members, officers, employees and agents under this Agreement, the Authority and its members, officers, employees and agents shall not be accountable to the Obligated Group, the Escrow Deposit Agent, the Trustee or any holder of any Refunded Bonds or Series 2015 Bonds for any action taken or omitted by it or them in good faith and believed in good faith by it or them to be authorized or within the discretion or rights conferred hereby.

No recourse shall be had by the Obligated Group, the Escrow Deposit Agent, the Trustee or any holder of any Refunded Bonds or Series 2015 Bonds for any claims based on this Agreement against any member, officer, employee or agent of the Authority alleging personal liability on the part of such person unless such claims are based upon the bad faith, fraud or deceit of such person.

The Authority and its members, officers, employees and agents shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, bond or other document that it or they shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Agreement, or upon the written opinion of any counsel or accountant believed by it or them to be qualified in relation to the subject matter, and it and they shall be under no duty to make any investigation or inquiry into any statements contained or matters referred to in any such instrument. The Authority and its members, officers, employees and agents may consult with counsel, who may or may not be Bond Counsel, counsel to the Authority or counsel to the Obligated Group, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it or them in good faith and in accordance therewith.

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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Deposit Agreement to be duly executed, sealed and delivered as of the day and year first written above.

(SEAL)

ATTEST:

Executive Director

(SEAL)

ATTEST:

Authorized Officer


By: 2\J'lt £ 9e \L ~ Sheila K. Riggs Chairman


By: -------------------------------David J. O'Brien Vice President

[Signature page to Escrow Deposit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Deposit Agreement to be duly executed, sealed and delivered as of the day and year first written above.

(SEAL)

ATTEST:

Annette Anselmi Executive Director

(SEAL)

ATTEST:


By: -----------------------------Sheila K. Riggs Chairman


/7"' By: ;£(!) Lr~

David J. O'Brien Vice President

[Signature page to Escrow Deposit Agreement]

SCHEDULE A

GOVERNMENT OBLIGATIONS TO BE PURCHASED FROM AMOUNTS ON DEPOSIT IN THE ESCROW DEPOSIT FUND

Type of Security Maturity Date Par Amount Rate Yield

TNote 12/31/2015 $541,000 0.250% 0.067371% TNote 6/30/2016 541,000 1.500% 0.292103% TNote 12/31/2016 545,000 3.250% 0.460518% TNote 6/30/2017 25,969,000 0.625% 0.633367%

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SCHEDULER

DEBT SERVICE REQUIREMENTS OF REFUNDED BONDS

Payment Date

January 1, 2016 July 1, 2016

January 1, 2017 July 1, 2017

Interest $635,375.00

635,375.00 635,375.00 635,375.00

Principal Redeemed Total

$ 635,375.00 635,375.00 635,375.00

$25,415,000.00 26,050,375.00

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NOTICE OF REDEMPTION


REVENUE BONDS, LifeBridge Health Issue

Series 2008

SCHEDULEC

NOTICE IS HEREBY GIVEN of the redemption by Maryland Health and Higher Educational Facilities Authority a portion of its outstanding Revenue Bonds, LifeBridge Health Issue, Series 2008 maturing on July 1 of the following years and in the following amounts: 2018, $560,000, 2019, $585,000, 2020, $610,000, 2021, $1,450,000, 2022, $2,320,000, 2023, $2,445,000, 2028, $10,990,000 and 2034, $6,455,000, respectively (collectively, the "Refunded Bonds"). The Refunded Bonds bear the following CUSIP numbers:

[TRUSTEE TO INSERT CUSIP NUMBERS]

The Refunded Bonds will become due and will be redeemed and paid on July 1, 2017, at the redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, upon presentation thereof at the principal corporate trust office of The Bank of New York Mellon in Woodland Park, New Jersey. From and after July 1, 2017, interest will cease to accrue on the Refunded Bonds.

Dated: , 2017 ----

THE BANK OF NEW YORK MELLON, as Trustee

* The CUSIP numbers are included solely for the convenience of the bondholders. No representation is made as to the correctness of the CUSIP numbers either as printed on the Refunded Bonds or as contained in this Notice.

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NOTICE OF REFUNDING


REVENUE BONDS LifeBridge Health Issue

Series 2008

SCHEDULED

NOTICE IS HEREBY GIVEN that there has been deposited in trust with the undersigned Escrow Deposit Agent proceeds of certain refunding bonds issued by Maryland Health and Higher Educational Facilities Authority (the "Authority") and certain other available moneys, which amounts have been invested in direct obligations of or obligations the timely payment of the principal of and the interest on which is unconditionally guaranteed by the United States of America ("Government Obligations") for the purpose of refunding a portion of the Authority's outstanding Revenue Bonds, LifeBridge Health Issue, Series 2008 maturing on July 1 of the following years and in the following amounts: 2018, $560,000,2019, $585,000,2020, $610,000, 2021, $1,450,000, 2022, $2,320,000, 2023, $2,445,000, 2028, $10,990,000 and 2034, $6,455,000, respectively (collectively, the "Refunded Bonds"). The Refunded Bonds bear the following CUSIP numbers:

[TRUSTEE TO INSERT CUSIP NUMBERS]

The projected principal and interest payments to be derived from the aforesaid Government Obligations and any cash held in trust by the undersigned Escrow Deposit Agent pursuant to an Escrow Deposit Agreement dated as of July 1, 2015, between the Authority and the undersigned Escrow Deposit Agent, have been calculated by a verification agent to be adequate to pay when due the interest on the Refunded Bonds becoming due on or before July 1, 2017 and to pay upon redemption on July 1, 2017 the Redemption Price (as defined in the Resolution) of and accrued interest on the Refunded Bonds. Such payments to the holders of the Refunded Bonds shall be made at the places, in the manner, in such medium of payment, by the paying agents and otherwise as provided in the Refunded Bonds and the LifeBridge Health Bond Resolution adopted by the Authority on January 1, 2008, as amended and supplemented (the "Resolution"), authorizing the issuance of the Refunded Bonds. THIS IS NOT A CALL NOTICE. NOTICE OF REDEMPTION WILL BE GIVEN IN ACCORDANCE WITH THE RESOLUTION.

DTC 's procedure is to notifY participants as to their positions in Refunded Bonds and NonRefunded Bonds.

Dated: , 2015 ----

THE BANK OF NEW YORK MELLON, as Escrow Deposit Agent

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* The CUSIP numbers are included solely for the convenience of the bondholders. No representation is made as to the correctness of the CUSIP numbers either as printed on the Refunded Bonds or as contained in this Notice.

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Documents

ESCROW DEPOSIT AGREEMENT