NOTICE OF RESTRUCTURING TERM SHEET AND PROPOSED …

July 26, 2021

NOTICE OF RESTRUCTURING TERM SHEET AND

PROPOSED DEFEASANCE OF NON-TENDERING BONDS

To the Owners of the following Bonds:

IDAHO HEALTH FACILITIES AUTHORITY REVENUE BONDS (TERRACES OF BOISE PROJECT), SERIES 2014A (the “Bonds”)

CUSIP NUMBERS1:

451295VS5 451295VT3 451295VU0 451295VV8 451295VR7

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE ABOVE BONDS. IF YOU RECEIVE THIS NOTICE AND ARE ACTING FOR A BENEFICIAL OWNER, PLEASE SEND THIS NOTICE TO THE BENEFICIAL OWNER(S) IMMEDIATELY. UMB Bank, N.A. serves as (i) bond trustee (the “Bond Trustee”) under that certain Bond Indenture of Trust dated as of January 1, 2014 (the “Bond Indenture”) between the Idaho Health Facilities Authority (the “Issuer”) and the Bond Trustee and (ii) master trustee (the “Master Trustee,” and referred to collectively with the Bond Trustee as the “Trustee”) under that certain Master Trust Indenture dated as of January 1, 2014 (the “Master Indenture”) between HumanGood Idaho, formerly known as Boise Retirement Community, d/b/a The Terraces of Boise (the “Borrower”) and the Master Trustee. The proceeds of the Bonds were loaned to the Borrower pursuant to a Loan Agreement dated as of January 1, 2014 (the “Loan Agreement”) between the Issuer and the Borrower, and were used to finance the development of a senior living facility located in Boise, Idaho known as The Terraces of Boise (the “Facility”). The Master Indenture, the Bond Indenture, the Loan Agreement and the other agreement and instruments evidencing or providing security for the Bonds are referred to collectively herein as the “Bond Documents.” Capitalized terms used but not defined herein shall have the meanings given to them in the Master Indenture.

1 The Trustee is not responsible for the selection or use of CUSIP numbers. They are included solely for the convenience of the Owners of the Bonds.

Holders of Idaho Health Facilities Authority Terraces of Boise Bonds Page 2 July 26, 2021

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RESTRUCTURING TERM SHEET Events of Default have occurred and are continuing under the Bond Documents. After a period of negotiation between the Borrower, the Trustee and beneficial owners of a majority in aggregate principal amount of the outstanding Bonds (the “Tendering Bondholders”), the Borrower, the Trustee, at the direction of the Tendering Holders, and the Tendering Holders have executed that certain Restructuring Term Sheet dated as of July 26, 2021 (the “Restructuring Term Sheet”). The Restructuring Term Sheet provides, among other things, for a proposed exchange of Bonds owned by the Tendering Bondholders for one or more series of new bonds (the “Series 2021 Bonds”). In connection with this proposed exchange, the Borrower will prepare and deliver definitive documents related to the Series 2021 Bonds (including, e.g., an amended and restated Master Indenture), in form and substance satisfactory to the Trustee and the Tendering Bondholders. The proposed exchange contemplates that Bonds held by beneficial owners other than the Tendering Bondholders shall be defeased to the date of their earliest optional redemption.

Please note that consummation of the transactions contemplated under Restructuring Term Sheet are subject to various conditions precedent. The Trustee will continue to provide updates as to the progress towards consummation of such transactions as appropriate.

The execution version of the Restructuring Term Sheet is attached hereto as Exhibit A.

WAIVER OF EXISTING DEFAULTS

As described in the Restructuring Term Sheet, the Tendering Bondholders have directed the Trustee to, in connection with the proposed exchange, waive all existing Events of Default; provided, however, that failure to consummate the proposed exchange, or to achieve other intermediate milestones, by the milestone deadlines set forth in the Restructuring Term Sheet shall constitute an Event of Default under the Master Indenture.

Except as set forth herein and in the Restructuring Term Sheet, the Trustee has retained all

of its rights and remedies under the Bond Documents.

ADDITIONAL INFORMATION

The Trustee shall post further notices concerning the proposed exchange and the issuance of the Series 2021 Bonds. Certain information relevant to the Bonds is available from the Electronic Municipal Market Access Service (the “EMMA Service,” www.emma.msrb.com). The Trustee is not responsible for the maintenance or accuracy of the EMMA Service, however, and makes no representations or warranties with respect thereto.

http://www.emma.msrb.com/

Holders of Idaho Health Facilities Authority Terraces of Boise Bonds Page 3 July 26, 2021

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Owners with questions regarding this notice may contact the Trustee using the following information:

UMB Bank, National Association 120 South Sixth Street, Suite 1400 Minneapolis, MN 55402 Attn: Virginia A. Housum, Senior Vice President Telephone: 612-337-7003 Email: [email protected]

Bondholders should not rely on the Trustee as their sole source of information concerning

the Bonds. As indicated above, certain materials relevant to the Bonds are posted to the EMMA Service. The Trustee makes no recommendations and gives no investment advice herein or as to the Bonds generally.

UMB Bank, N.A., as Trustee

mailto:[email protected]

EXHIBIT A

Restructuring Term Sheet

RESTRUCTURING TERM SHEET (BONDHOLDER PROPOSED)

This Restructuring Term Sheet (this “Term Sheet”), dated as of July 26, 2021, sets forth certain of the principal terms and conditions of a financial restructuring (the “Restructuring Transaction”) of the outstanding indebtedness of HumanGood Idaho, formerly known as Boise Retirement Community, d/b/a The Terraces of Boise (“Terraces of Boise” or the “Borrower”), including, without limitation, (i) those certain Revenue Bonds, Series 2014 (The Terraces of Boise Project) issued in the original aggregate principal amount of $103,185,000 (the “Series 2014 Bonds”) by the Idaho Health Facilities Authority (the “Issuer”) pursuant to that certain Bond Indenture of Trust dated as of January 1, 2014 (the “Bond Indenture”) between the Issuer and UMB Bank, N.A, as successor bond trustee (in such capacity, the “Bond Trustee”) and (ii) the related obligations issued by the Borrower under and pursuant to that certain Master Trust Indenture dated as of January 1, 2014 (as supplemented from time to time, the “Master Indenture”) between the Borrower and UMB Bank, N.A., as successor master trustee (in such capacity, the “Master Trustee”). The Bond Trustee and the Master Trustee are sometimes referred to collectively herein as the “Trustee.”

This Term Sheet sets out the various terms and conditions of the Restructuring Transaction set forth by the Terraces of Boise, the members of an informal steering committee comprised of the beneficial owners (the “Majority Holders”) of a majority of the Series 2014 Bonds (each referred to herein as a “Steering Committee Member” and, collectively, as the “Steering Committee”) and the Trustee. The Steering Committee and the Trustee are referred to together as the “Creditor Parties” and collectively with the Borrower as the “Parties.”

The Restructuring Transaction contemplates, among other things, an exchange of the outstanding Series 2014 Bonds, plus any accrued and unpaid interest thereon, as provided for herein, for new Series 2021 Bonds (as hereinafter described). The proposed exchange will be consummated as set forth herein.

This Term Sheet and the undertakings contemplated herein are subject in all respects to the negotiation, execution and delivery of mutually acceptable definitive documentation between the Borrower, the Issuer and the Trustee acting at the direction of the Steering Committee.

THIS TERM SHEET IS BEING PROVIDED AS PART OF A COMPREHENSIVE COMPROMISE AND SETTLEMENT, EACH ELEMENT OF WHICH IS CONSIDERATION FOR THE OTHER ELEMENTS AND AN INTEGRAL ASPECT OF THE PROPOSED RESTRUCTURING OF THE SERIES 2014 BONDS. THIS TERM SHEET IS SUBJECT TO FEDERAL RULE OF EVIDENCE 408 AND COMPARABLE STATE STATUTES. NOTHING IN THIS TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, A STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, SOLELY FOR SETTLEMENT PURPOSES, WITH A FULL RESERVATION AS TO ALL RIGHTS, REMEDIES AND DEFENSES OF THE BORROWERS, THE TRUSTEE, THE MAJORITY HOLDERS, AND ALL OTHER PARTIES.

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Series 2021 Bonds

Restructuring Overview

The Restructuring Transaction contemplates, among other things, an exchange (the “Proposed Exchange”) of the outstanding Series 2014 Bonds in the aggregate outstanding principal amount of approximately $79,215,000, plus any accrued and unpaid interest and any applicable redemption premium thereon, for approximately $74,045,000 principal amount of new Series 2021A Bonds and $5,170,000 principal amount of new Series 2021B Bonds (as each such series of bonds is further described herein).

The proceeds of the Series 2021A Bonds shall be applied to the redemption of an equal principal amount of Series 2014 Bonds (the “Tendered Bonds”). The Borrower (or its affiliates) shall pay interest accrued on the Tendered Bonds through the date that the Proposed Exchange is consummated (the “Effective Date”). The beneficial owners of the Tendered Bonds will agree to waive any redemption provisions applicable to the Tendered Bonds.

The proceeds of the Series 2021B Bonds shall be applied to the defeasance of an equal principal amount of Series 2014 Bonds (the “Non-Tendered Bonds”). The Borrower (or its affiliates) shall pay interest accrued on the Non-Tendered Bonds and any redemption premium thereon or costs related to the defeasance thereof, including, without limitation, the administrative costs of establishing and maintaining a defeasance escrow.

The issuance, and terms and conditions of the Series 2021 Bonds will be set forth in definitive documents, including an amended and restated Master Indenture, a Bond Indenture between the Issuer and the Bond Trustee (the “IHFA Indenture”), a Bond Indenture between the Borrower and the Bond Trustee (the “Direct Company Indenture”), and a Loan Agreement between the Issuer and the Borrower (collectively, the “Series 2021 Bond Documents”), all consistent with the terms and conditions outlined in this Term Sheet, on the timeline set forth below.

Any substantive amendments, modifications or supplements to the form of the Series 2021 Bond Documents shall be reviewed by, and acceptable to, the Creditor Parties; provided, however, that no amendment, modification, or supplement shall be materially different from this Term Sheet.

Steering Committee Support

The Steering Committee agrees to not take any actions inconsistent with this Term Sheet, and to direct the Trustee not to take any actions inconsistent with this Term Sheet. The Steering Committee agrees to consent to the Restructuring Transaction as set forth in this Term Sheet by delivering a consent agreement (the “Consent Agreement”) consistent with the terms and conditions and the timeline set forth below.

Retention of Bonds and Claims

The Steering Committee agrees that they shall not sell, transfer, assign, or otherwise dispose of, directly or indirectly, any of the Series 2014 Bonds, or any right, claim, or interest (voting or otherwise) related to or arising from the Series 2014 Bonds, subject to the terms and conditions of the Consent Agreement.

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Restructuring of Series 2014 Bonds

Exchange of Tendered Bonds: In exchange for the Tendered Bonds, holders thereof shall receive ratable shares of Series 2021A Bonds in the aggregate principal amount of $74,045,000 on the following terms:

Series 2021A Bonds (Tax-Exempt): Term bonds in the following principal amounts, maturities and

interest rates: o $3.510 million, maturing 2032 @ 3.800% o $2.850 million, maturing 2033 @ 4.000% o $11.135 million, maturing 2040 @ 4.250% o $28.530 million, maturing 2050 @ 4.500% o $28.020 million, maturing 2056 @ 4.550%

Interest-only (but current-pay) for first three years after issuance, with first principal payment due October 1, 2025;

Interest payable semi-annually; Interest will be tax exempt for federal income tax purposes; Senior secured lien on all assets of the Terraces of Boise; and Issued by the Issuer pursuant to the IHFA Indenture.

Defeasance: Members of the Steering Committee will purchase the Series 2021B Bonds in the aggregate principal amount of $5,170,000, maturing 2029 @ 8.000%:

Series 2021B Bonds (Taxable): Interest-only (but current-pay) for three years after issuance, with

first principal payment due October 1, 2025, subject to redemption in full (but not in part) on or after October 1, 2025.

Parity with Series 2021A Bonds with respect to payment and security.

Issued by the Borrower pursuant to the Direct Company Indenture.

The 2021A Bonds and the 2021B Bonds (sometimes referred to collectively herein as the “Exchange Bonds”) will be secured, on a parity basis, by obligations issued under and pursuant to the Master Indenture.

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Affiliate Contribution; Series 2021C Bonds

On the Effective Date, HumanGood NorCal will (i) make a cash contribution in the amount of $6,500,000 1 to pay costs of the restructuring and to provide liquidity for the Borrower (the “HG Cash Contribution”) and (ii) enter into an unfunded liquidity support agreement in the amount of $1,500,0002 guaranteed by HumanGood NorCal (the “HG LSA”). HumanGood NorCal shall fund the HG LSA (by transfer of immediately available funds in the amount of $1,500,000) upon the occurrence of a Liquidity Default (as hereinafter defined).

In exchange for the HG Cash Contribution, HumanGood NorCal will receive Series 2021C Bonds in the aggregate principal amount of $6,500,000. In the event that HumanGood NorCal funds the HG LSA, then HumanGood NorCal will receive additional (parity) Series 2021C Bonds in the aggregate principal amount of $1,500,000.

The Series 2021C Bonds shall be issued pursuant to the Direct Company Indenture and shall accrue interest at a rate of 0.000% for the first three years following issuance thereof and 2.000% thereafter; such interest shall accrue but not compound. Payments of principal and interest on the Series 2021C Bonds shall only be made if an authorized officer of the Borrower certifies that, after giving effect to such payment, the Borrower (i) is in compliance with the Debt Service Coverage Ratio set forth in the Series 2021 Bond Documents and (ii) shall have at least 150 Days Cash on Hand. Upon the occurrence of an Event of Default under the Series 2021 Bond Documents], the Series 2021C Bonds shall be subordinated to the Series 2021A Bonds and the Series 2021B Bonds with respect to repayment and security. For the avoidance of doubt, the beneficial owners of the Series 2021C shall have no right to exercise remedies or to otherwise direct the Trustee for so long as any Series 2021A Bonds or Series 2021B Bonds remain outstanding.

Prior Liquidity Support; Series 2021D Bonds

On the Effective Date, indebtedness for previously committed liquidity support in the aggregate amount of $4,500,000 and an additional $650,000 liability owed to GCI Boise, LP shall be converted to Series 2021D Bonds in the original aggregate principal amount of $5,150,000.

The Series 2021D Bonds shall be issued pursuant to the Direct Company Indenture and shall not accrue interest, shall not be payable for so long as any Series 2021A Bonds, Series 2021B Bonds or Series 2021C Bonds are outstanding, and shall be subordinate to the Series 2021A Bonds, the Series 2021B Bonds and the Series 2021C Bonds in all respects. For the avoidance of doubt, the beneficial owners of the Series 2021D shall have no right to exercise remedies or to otherwise direct the Trustee for so long as any Series 2021A Bonds or Series 2021B Bonds remain outstanding.

1 Equal to $5,250,000 amount proposed under HG/RJ proposal + estimated $1,250,000 required for accrued interest and other costs related to defeasance of Non-Tendered Bonds.

2 Committed amount under HG LSA shall equal $8,000,000 less the actual cash contribution made pursuant to clause (i); provided, however, that such committed amount shall in any event be at least $1,000,000.

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Management Fees Following the effective date, management fees equal to 5% of revenues shall be paid as follows:

Current management fee: Equal to 2% of revenues. Deferred management fee: o Equal to 3% of revenues. o Shall only be paid if an authorized officer of the Borrower certifies

that, after giving effect to such payment, the Borrower (i) is in compliance with the Debt Service Coverage Ratio set forth in the Series 2021 Bond Documents and (ii) shall have at least 150 Days Cash on Hand. Unpaid deferred management fees shall not accrue interest.

Essential Terms and Conditions under Series 2021 Bond Documents

Operating Account Upon the Effective Date, the Borrower shall establish an Operating Account, which shall be subject to the Trustee’s lien under the Series 2021 Bond Documents and pursuant to a deposit account control agreement reasonably acceptable to the Trustee.

Except as set forth below, all revenues and other income of the Borrower (“Revenues”) shall be deposited in the Borrower’s Operating Account.

Revenue Fund Upon the Effective Date, the Trustee shall establish a Revenue Fund, which shall be subject to the Trustee’s lien under the Series 2021 Bond Documents.

If the Borrower fails to comply with the DSCR Covenant or the Days Cash on Hand Covenant (as described below) and does not achieve the applicable required threshold at the end of the first quarter after delivery of the required report and improvement plan, the Borrower shall thereafter transfer, on a weekly basis, the Revenues to the Trustee for deposit in such Revenue Fund for application pursuant to the Distribution Waterfall.

The requirement to deposit Revenues with the Trustee shall be suspended upon satisfaction of the DSCR Covenant and Days Cash on Hand Covenant for four consecutive fiscal quarters.

Bond Fund Upon the Effective Date, the Borrower shall establish a Bond Fund with the Trustee, subject to the Trustee’s lien under the Series 2021 Bond Documents, with subaccounts for each series of Series 2021 Bonds.

On or before the first day of each month, the Borrower shall transfer to the Trustee for deposit in the appropriate account or subaccount of the Bond Fund:

An amount equal to 1/6th of the interest due on the next interest payment date for each outstanding series of bonds; and

Commencing on the first month following expiration of the interest-only period, an amount equal to 1/12th of the interest due on the next principal payment date for each outstanding series of bonds.

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Debt Service Reserve Fund

Upon the Effective Date, the Borrower shall establish a Debt Service Reserve Fund (the “Series 2021 DSRF”) with the Trustee, subject to the Trustee’s lien under the Series 2021 Bond Documents, to secure payment of the Series 2021A Bonds and the Series 2021B Bonds.

On the Effective Date, the minimum required balance of the Series 2021 DSRF shall equal the Maximum Annual Debt Service for the Exchange Bonds (such amount, the “DSRF Requirement”). The Series 2021 DSRF shall initially be funded from amounts on deposit in the Debt Service Reserve Fund securing the Series 2014 Bonds. To the extent there are insufficient funds available in the existing reserve account for the Series 2014 Bonds to fund the DSRF Requirement on the Effective Date, the Series 2021 DSRF shall be required to make monthly deposits with the Trustee to build up to the DSRF Requirement.

The Series 2021 DSRF shall not be or become an asset of the Terraces of Boise, but shall remain funds held by the Trustee for the benefit of the holders of the Series 2021A Bonds and the Series 2021B Bonds only. Any draw on any of the debt service reserve funds shall be an event of default under the Series 2021 Bond Documents.

Distribution Waterfall

On the first Business Day of each calendar month, for so long as the Borrower is required to transfer Revenues to the Trustee for deposit in the Revenue Fund, monies in the Revenue Fund shall be distributed in the following order of priority, to the extent there exists no event of default under the Series 2021 Bond Documents (the “Distribution Waterfall”):

First, to the Operating Account the amount necessary (taking into account any unapplied amount withdrawn for such purpose in a prior month) to pay ongoing budgeted operations and management costs and expenses of the Borrower, which shall include budgeted routine capital expenses (collectively, the “Operating Expenses”) for the upcoming month (including the current-pay portion of management fees), as such amount is set forth in a certificate from the Borrower delivered to the Trustee no later than seven (7) Business Days prior to the first Business Day of a month;

Second, to the appropriate accounts or subaccounts of the Bond Fund for the Exchange Bonds, in an amount equal to 1/6th of the interest due on the next interest payment date of the respective Exchange Bonds;

Third, commencing on the first month following expiration of the interest-only period, to the appropriate accounts or subaccounts of the Bond Fund for the Exchange Bonds, in an amount equal to 1/12th of the principal due on the next principal payment date of the respective Exchange Bonds;

Fourth, to replenish any deficiency as of the Effective Date in the Series 2021 DSRF necessary to make the amount therein equal the Debt Service Reserve Fund Requirement; and

Fifth, all amounts remaining above one-hundred (150) days Cash on Hand in the Revenue Fund after application of paragraphs First through and including Fourth above shall be distributed as follows: (1) first, to payment of the Deferred Management Fee, (2) second, to payment of debt

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service on the Series 2021C Bonds and (3) third, to payment of debt service on the Series 2021D Bonds (but only after the Series 2021A Bonds, the Series 2021B Bonds and the Series 2021C Bonds have been paid in full).

Operating/Financial Covenants

Days Cash on Hand Covenant

The Borrower shall report on Days Cash on Hand semiannually on June 30 and December 31 of each year (each such date being a “Semi-Annual Testing Date”), commencing December 31, 2021. The Borrower covenants to maintain Days Cash on Hand on each such Semi-Annual Testing Date at or above the levels set forth on Schedule 1 (the “Days Cash on Hand Covenant”).

Any amounts deposited with the Trustee pursuant to the HG LSA may be counted retroactively toward the Days Cash on Hand Covenant for the Semi-Annual Testing Date immediately preceding such deposit.

Debt Service Coverage Ratio Covenant

Commencing the fiscal year ending December 31, 2022 (the “Initial Testing Date”), the Borrower shall achieve a Debt Service Coverage Ratio of not less than 1.00X. The ratio shall be tested quarterly on a rolling four quarter basis, commencing with the fiscal quarter ending on the Initial Testing Date and continuing quarterly thereafter (each such date being a “Quarterly Testing Date”). Commencing the fiscal year ending December 31, 2023, the Borrower shall achieve a Debt Service Coverage Ratio of at least 1.10X, commencing with the fiscal year ending December 31, 2026, the Borrower shall achieve a Debt Service Coverage Ratio of at least 1.15X, and commencing with the fiscal year ending December 31, 2027 and thereafter, the Borrower shall achieve a Debt Service Coverage Ratio of at least 1.20X. The requirements to achieve the indicated Debt Service Coverage Ratio on the applicable testing dates are referred to collectively herein as the “DSCR Covenant”).

The numerator of the DSCR will include all revenue received during such period that is available for debt service, minus Operating Expenses (including the current-pay portion of management fees payable during such period). The denominator of the DSCR will be Maximum Annual Debt Service on the Series 2021A Bonds and the Series 2021B Bonds; provided that for testing periods during the interest-only period, the denominator of the DSCR shall be actual annual debt service requirements.

Occupancy Covenants

Commencing with the first fiscal quarter ending on the Initial Testing Date, the Borrower shall maintain occupancy levels of no less than those set forth on Schedule 2 (the “Occupancy Covenant”). AL and SNF occupancy shall be based on average occupancy in each fiscal quarter and IL occupancy shall be based on actual occupancy as of the last day of each fiscal quarter.

Trade Payables Covenant

The Borrower shall covenant that 90%, by aggregate amount, of accounts payable shall be satisfied within sixty (60) days of the respective invoice date thereof and that the remaining 10% shall be paid within ninety (90) days of such invoice date, subject to exceptions for any invoices that the Borrower has contested in good

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faith. Compliance with the trade payables covenant will be test semi-annually; failure to comply shall constitute an Event of Default.

Failure to Meet Covenants

(i) If the Borrower fails to meet the Days Cash on Hand Covenant or the DSCR Covenant as of any testing date, then upon the first occurrence of such non-compliance, the Borrower shall be required to retain a management consultant within [TBD] days of such covenant default, with such consultant being acceptable (which approval shall not be unreasonably withheld) to the holders of not less than a majority of the outstanding aggregate principal amount of the Exchange Bonds, to provide a report and improvement plan to the Trustee. The proposed management consultant will be deemed not acceptable unless a majority has consented to the proposed management consultant within 14 days.

(ii) If the Borrower fails to meet the Days Cash on Hand Covenant or the DSCR Covenant by the end of the fourth full calendar quarter after the report and improvement plan described in paragraph (i) above are provided, the Borrower shall, if so directed by the holders of not less than a majority of the outstanding aggregate principal amount of the Exchange Bonds, appoint an independent third party manager within [TBD] days of receipt of such direction, with such manager being acceptable to such holders, or if a third party manager is then managing the facility, replace the then current manager with a manager acceptable to such holders.

(iii) If on any testing date, commencing with the testing date occurring December 31, 2022, the DSCR is equal to or less than 1.00X or the Days Cash on Hand is less than the applicable covenant level by 60 or more Days Cash on Hand on such testing date, then an Event of Default shall have occurred under the Series 2021 Bond Documents.

(iv) The same remedies set forth in paragraph (i) above shall apply for failure to meet the Occupancy Covenant, provided that the Borrower shall be required to hire a marketing consultant in lieu of a management consultant. If the Borrower fails to meet the Occupancy Covenant by the end of the second quarter after the report and improvement plan are provided, the Borrower shall, at the direction of the holders of not less than a majority of the outstanding aggregate principal amount of the Exchange Bonds, replace the marketing agent, or if there is no acting marketing agent, the Borrower shall be required to hire a marketing agent acceptable to the Trustee.

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Operations/Reporting Requirements

Reporting The Borrower shall deliver monthly financial statements (including a balance sheet, an income statement, an escrow statement and a cash flow statement) and a monthly report on marketing, occupancy and sales within [TBD] days following the prior month end comparing actual results to budget and shall include an explanation of variances of more than 10% from budgeted amounts. Such financial statements shall also include an Entrance Fee analysis. Monthly reporting will be replaced by quarterly reporting after the second anniversary date of the issuance of the Exchange Bonds, and for so long as the Borrower is in compliance with all of its covenants under Series 2021 Bond Documents; provided that quarterly reporting shall revert to monthly reporting in the event that the Borrower is out of compliance with any of its covenants under the Series 2021 Bond Documents.

The Borrower shall enter into a new Continuing Disclosure Agreement providing for the same reporting as required by the existing Continuing Disclosure Agreement (in addition to the information required above), except for any amendments thereto required to reflect changes to Rules 15c2-12.

Update Calls For the first year from the Effective Date, the Borrower shall hold monthly calls for holders of the Series 2021 Bonds. After such time, the Borrower shall hold quarterly calls, unless a majority of bondholders requests monthly calls.

General Provisions

Timeline The Parties will make their best efforts to consummate the Proposed Exchange on or before September 30, 2021.

Notwithstanding the foregoing, the Parties agree to achieve the following milestones by the dates set forth therefore (each, a “Milestone Deadline”):

(1) Term Sheet approved by the Parties: July 23, 2021;

(2) Initial draft of Consent Agreement to be delivered by the Trustee: August 10, 2021;

(3) Consent Agreement approved and executed by the Parties: within ten business days of delivery of initial draft;

(4) First draft of Master Trustee Indenture, Bond Indenture and other key Series 2021 Bonds Documents to be delivered by the Trustee: September 22, 2021;

(5) Definitive forms of key Series 2021 Bond Documents approved by the Parties: within 30 days of delivery of initial drafts; and

(6) Effective Date of Proposed Exchange (including funding of Defeasance Escrow): November 18, 2021.

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The Parties agree that any failure to timely achieve any Milestone Deadline shall constitute an Event of Default under the Master Indenture.

Waiver of Existing Defaults; 10/1 Debt Service Payment

In connection with and in consideration of the Proposed Exchange, the Steering Committee shall direct the Trustee to waive all existing Events of Default upon execution of this Term Sheet.

Further, if the Proposed Exchange is not consummated on or before September 30, 2021, the Steering Committee shall direct the Trustee to withhold payment of principal of the Tendered Bonds due October 1, 2021, and to waive any Event of Default occurring as a result of such withheld payment.

Binding Effect The obligation of each of the undersigned parties to pursue the Restructuring Transaction in accordance with the terms hereof is subject to (i) the negotiation, execution and delivery of mutually acceptable final documentation, (ii) receipt of all necessary consents, including any consent of any party’s credit or other committee or board of directors and any regulatory approvals, and (iii) receipt of a satisfactory tax opinion confirming that the interest on the Series 2021A Bonds will be excluded from gross income for federal income tax purposes under the Internal Revenue Code.

Miscellaneous This Term Sheet shall be governed by the laws of the State of New York.

This Term Sheet may be executed in one or more counterparts, and when all counterparts have been executed, each executed counterpart will have the force and effect of the original.

[Remainder of page intentionally left blank; signature pages to follow.]

John H. Cochrane IIIPresident & CEO

Andrew J. McDonaldCFO

[Signature Page to Restructuring Term Sheet]

The undersigned has accepted and agreed to this Restructuring Term Sheet as of the date first written above.

HUMANGOOD IDAHO

___________________________________ By: Its:

HUMANGOOD NORCAL

___________________________________ By: Its:

UMB BANK, N.A., as Trustee

___________________________________ By: Virginia A. Housum Its: Senior Vice President

[continued on next page]

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Invesco High Yield Municipal Fund and

Invesco Municipal Income Opportunities Trust

___________________________________

By: Amanda M. Roberts Its: Assistant Secretary Aggregate Principal Amount of Tendered Bonds: $30,680,000__

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Federated Hermes Municipal High Yield Advantage Fund

Its: Vice President/Portfolio Manager Aggregate Principal Amount of Tendered Bonds: $3,000,000

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Federated Hermes Premier Municipal Income Fund

Its: Vice President/Portfolio Manager Aggregate Principal Amount of Tendered Bonds: $1,750,000

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Federated Hermes Muni & Stock Advantage Fund

Its: Vice President Aggregate Principal Amount of Tendered Bonds: $4,020,000

SCHEDULE 1 – Days Cash on Hand

Semiannual Testing Date Covenant Days Cash on Hand

December 31, 2021 50

June 30, 2022 50

December 31, 2022 75

June 30, 2023 75

December 31, 2023 100

June 30, 2024 120

SCHEDULE 2 – Occupancy Covenant

[to follow]