SUMMARY OF THE TRUST AGREEMENT

Trust Agreement to Constitute Contract. The Trust Agreement constitutes a contract between the Authority and the Owners from time to time of the Bonds, and the pledge made in the Trust Agreement and the covenants and agreements therein set forth to be performed on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, all of which, regardless of the time or times of their

authentication and delivery or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or permitted by the Trust Agreement or any Supplemental Trust Agreement.

Additional Bonds. Additional Bonds may be issued at any time to pay or provide for the payment of other Authority bonds, notes or other obligations incurred under the Act, to refund Outstanding Bonds, to make deposits to the Project Fund, the Debt Service Fund or the Debt Service Reserve Fund, or any combination thereof, and to pay or provide for the payment of the costs incurred in connection with the issuance of Bonds. The consent of the Bond Insurer is required to issue refunding Bonds that do not produce debt service savings.

Bond Anticipation Notes. Whenever the Authority shall authorize the issuance of Bonds, the Authority may by resolution authorize the issuance of notes (and renewals thereof) in anticipation of the sale of such Bonds. The principal of and interest on such notes and renewals thereof shall be payable from the proceeds of such notes, from the proceeds of the sale of the Bonds in anticipation of which such Notes are issued or from funds of the Authority.

The proceeds of such Bonds may be pledged for the payment of the principal of and interest on such notes, and any such pledge shall have a priority over any other pledge of such proceeds created by the Trust Agreement. The Authority may secure the payment of the interest on such notes by a pledge that is on a parity with the pledge under the Trust Agreement securing all Bonds (but junior to the pledge securing the Prior Bonds), in which event such interest shall be payable from the Debt Service Fund. The Authority may also pledge the Revenues and other Authority funds to the payment of the principal of such notes, but such pledge shall be subordinate to the pledge securing the payment of the Bonds.

Additional Obligations. The Authority reserves the right to issue bonds, notes or other obligations or otherwise incur indebtedness pursuant to other and separate resolutions or agreements of the Authority, so long as such bonds, notes or other obligations are not, or such other indebtedness is not, except as provided in the Trust Agreement, entitled to a charge or lien or right with respect to the Revenues or the Funds and Accounts created thereby or pursuant thereto. Notwithstanding the foregoing, the Authority may by Supplemental Trust Agreement issue bonds, notes or any other obligations entitled to a charge or lien or right with respect to the Revenue or the Funds and Accounts created under the Trust Agreement, so long as amounts payable on such obligations or under such agreement shall be payable after the deposits set forth under the heading “Revenue Fund.”

The Pledge Effected by the Trust Agreement. All Revenues, all moneys and securities on deposit in all funds and accounts created under the Trust Agreement are thereby pledged for the payment of the Principal Installments and Redemption Price of and interest on the Prior Bonds, subject to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Agreement, (except for the Project Fund, the Operating Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Rebate Fund) and all rights of the Authority under the Contract to receive all Revenues payable to the Authority thereunder. Subject only to the foregoing prior pledge created for the payment of Prior Bonds, and on the terms and conditions set forth therein with respect to such prior pledge, there are pledged for the payment of the Principal Installments and Redemption Price of and interest on the Bonds other than the Prior Bonds, subject to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Agreement, all Revenues, all moneys and securities on deposit in all funds and accounts created under the Trust Agreement (except for the Operating Fund, the Prior Bonds Debt Service Fund, the Section 10 Reserve Fund and the Rebate Fund), all Pledged Funds and all rights of the Authority under the Contract to receive Revenues and Pledged Funds payable to the Authority thereunder, provided that moneys and securities in the Section 10 Reserve Fund are pledged to all Guaranteed Bonds and provided, further, that neither Pledged Funds nor moneys and securities in the Debt Service Reserve Fund are pledged to Guaranteed Bonds.

Establishment of Funds and Accounts. The following Funds and Accounts, which shall be held and administered by the Trustee (except the Operating Fund, the Capital Improvement Reserve Fund and the

D-11

Multipurpose Reserve Fund, which shall be held by the Authority), subject to the provisions of the Trust Agreement, shall be established:

(1) Project Fund;

(2) Revenue Fund;

(3) Prior Bonds Debt Service Fund;

(4) Section 10 Reserve Fund;

(5) Operating Fund;

(6) Debt Service Fund;

(7) Debt Service Reserve Fund;

(8) Rebate Fund;

(9) Capital Improvement Reserve Fund (and within said Fund (i) a System Projects Capital

Improvement Reserve Account, (ii) a Bridgewater State University Capital Improvement Reserve Account, (iii) a Framingham State University Capital Improvement Reserve Account, (iv) a Massachusetts College of Art and Design Capital Improvement Reserve Account, (v) a Massachusetts Maritime Academy Capital Improvement Reserve Account (vi) a Salem State University Capital Improvement Reserve Account, (vii) a Worcester State University Capital Improvement Reserve Account; (viii) a Westfield State University Capital Improvement Reserve Account and (ix) a Fitchburg State University Capital Improvement Reserve Account); and (10) Multipurpose Reserve Fund.

Project Fund. There shall be deposited in the Project Fund (i) the amount provided in the applicable Supplemental Trust Agreement to be deposited therein to pay Project Costs to be financed by such Series and (ii) any other amounts (not required by the Trust Agreement to be otherwise deposited) as determined by the Authority.

The Authority may establish in the Supplemental Trust Agreement for any Series of Bonds a separate Cost of Issuance Account within the Project Fund and shall deposit in the Cost of Issuance Account for such Series any proceeds of such Series as directed by such Supplemental Trust Agreement and any other moneys not otherwise directed to be applied by the Trust Agreement.

Revenue Fund. All Revenues, except earnings on investment of the Funds and Accounts to the extent provided under the heading “Investment of Funds; Valuation,” shall be collected by or for the account of the

Authority and deposited by or on behalf of the Authority as promptly as practicable in the Revenue Fund. On the last Business Day of each February and on each October 10 (or the next preceding Business Day, if October 10 is not a Business Day), the Trustee shall apply amounts available in the Revenue Fund to the following purposes and in the following order:

(i) to the Prior Bonds Debt Service Fund, an amount which, when added to other amounts on deposit in such Fund and available for such purpose, will equal the interest to become due and payable on Outstanding Prior Bonds on the next interest payment date and one-half of any Principal Installment to become due and payable on any Outstanding Prior Bonds on or before the next date (within the next twelve months) on which such Principal Installment is payable;

D-12

(ii) to the Section 10 Reserve Fund, an amount which, together with the amounts on deposit therein, will equal one-half of the aggregate of the applicable Annual Series

Requirements;

(iii) to the Debt Service Fund, an amount which, when added to other amounts on deposit in such Fund and available for such purpose, including amounts in any capitalized interest account that may have been established by the applicable Supplemental Trust Agreement, will equal the interest to become due and payable on Outstanding Bonds, other than Prior Bonds, on the next interest payment date and any Principal Installment to become due and payable on Outstanding Bonds, other than Prior Bonds, on or before the next date (within the next twelve months) on which such Principal Installment is payable (and if the amount on deposit in the Debt Service Fund shall be less than such required amount, the Trustee shall notify the Authority and the BHE in writing of the amount of the deficiency and request payment of such amount pursuant to the Contract);

(iv) to the Debt Service Reserve Fund, an amount which, together with the amounts on deposit therein, will equal the Debt Service Reserve Fund Requirement;

(v) to the Authority for deposit in the Operating Fund, the amount directed in writing to be deposited therein by an Authorized Officer;

(vi) to the Authority for deposit in the System Projects Capital Improvement Reserve Account or one or more Campus Project Capital Improvement Reserve Accounts in the Capital Improvement Reserve Fund, the amount, if any, directed in writing to be deposited therein by an Authorized Officer pursuant to the Trust Agreement; and

(vii) to the Authority for deposit in the Multipurpose Reserve Fund, the amount, if any, directed in writing to be deposited therein by an Authorized Officer pursuant to the Trust Agreement.

Any balance remaining in the Revenue Fund following the above payments shall be retained in the Revenue Fund to be available for payments therefrom in the succeeding months.

Prior Bonds Debt Service Fund. The Trustee shall pay out of the Prior Bonds Debt Service Fund to the Paying Agent (i) on or before each interest payment date for any of the Prior Bonds the amount required for the interest and Principal Installments payable on such date and (ii) on or before each redemption date for any Prior Bonds, other than a redemption date on account of Sinking Fund Installments, the amount required for the payment of the Redemption Price of and interest on the Prior Bonds then to be redeemed.

Section 10 Reserve Fund. The moneys in the Section 10 Reserve Fund shall be held in trust and applied as thereinafter provided and, pending such application, are pledged to, and shall be subject to a lien and charge in favor of, the Owners of Guaranteed Bonds Outstanding. The Trustee shall apply the moneys held from time to time for the credit of the Section 10 Reserve Fund to the payment to the Prior Bonds Debt Service Fund or the Debt Service Fund, as the case may be, of an amount equal to the excess of (i) the aggregate of amounts required at any interest payment date to pay interest then due on Guaranteed Bonds and, if such date is also a maturity date or a Sinking Fund Installment due date for any Guaranteed Bonds, the principal of all such Guaranteed Bonds then matured or the amount of the Sinking Fund Installment then due with respect to Guaranteed Bonds, as the case may be, over (ii) moneys then held for the credit of the Prior Bonds Debt Service Fund or Debt Service Fund, as the case may be, and available for the payment of such interest, principal or Sinking Fund Installment, respectively.

Operating Fund. Amounts in the Operating Fund shall be applied by the Authority from time to time to Operating Expenses. Amounts in the Operating Fund which the Authority at any time determines in writing to be in excess of the requirements of such Fund shall be withdrawn and deposited in the Revenue Fund.

Debt Service Fund. The Trustee shall pay out of the Debt Service Fund to the respective Paying Agents (i) on or before each interest payment date for any of the Bonds other than the Prior Bonds the amount required for the interest and Principal Installments payable on such date and (ii) on or before each redemption date for such

D-13

Bonds, the amount required for the payment of the Redemption Price of and interest on such Bonds then to be redeemed. A Supplemental Trust Agreement that establishes a capitalized interest account in the Debt Service Fund may provide for residual amounts in said account to be transferred to the Project Fund.

Debt Service Reserve Fund. If at any time the amounts on deposit and available therefor in the Debt Service Fund are insufficient to pay the Principal Installments and Redemption Price of and interest on the Bonds (other than Guaranteed Bonds) then due, the Trustee shall withdraw from the Debt Service Reserve Fund and deposit in the Debt Service Fund the amount necessary to meet any such deficiency.

So long as unspent original sale proceeds of the Series 2010B Bonds remain on deposit in the 2010B Capitalized Interest Account in the Debt Service Fund or in the 2010B Project Account in the Project Fund, income earned on investment of moneys in the Debt Service Reserve Fund allocable to the Series 2010B Bonds will be credited to and deposited in the 2010B Capitalized Interest Account or the 2010B Project Account, or both, as the Authority may direct by a certificate of an Authorized Officer. Thereafter, such income shall be credited to and deposited in the Debt Service Fund.

Except as may be otherwise provided in a Supplemental Trust Agreement, in lieu of the required deposits and transfers to the Debt Service Reserve Fund or as a replacement or substitution for any moneys or Investment Obligations then on deposit in the Debt Service Reserve Fund, the Authority may at any time cause to be deposited into the Debt Service Reserve Fund for the benefit of the Owners of the Bonds other than Guaranteed Bonds a surety bond, an insurance policy, a letter of credit or another similar obligation (and may replace such surety bond,

insurance policy, letter of credit or similar obligation from time to time) providing for payments in an amount equal to the difference between the Debt Service Reserve Fund Requirement and the sums, if any, then on deposit in the Debt Service Reserve Fund or being deposited in the Debt Service Reserve Fund concurrently with such surety bond, insurance policy, letter of credit or other similar obligation. The surety bond, insurance policy, letter of credit or other similar obligation shall be payable (upon the giving of notice as required thereunder) on any date on which moneys will be required to be withdrawn from the Debt Service Reserve Fund and applied to the payment of a Principal Installment of or interest on any Bonds other than Guaranteed Bonds and such withdrawal cannot be met by moneys and Investment Obligations on deposit in the Debt Service Reserve Fund. If a disbursement is made pursuant to a surety bond, an insurance policy, a letter of credit or other similar obligation provided pursuant to the Trust Agreement, the Authority shall be obligated, but only from the sources of payment specified therein, either (i) to reinstate the maximum limits of such surety bond, insurance policy, letter of credit or other similar obligation, (ii) to deposit into the Debt Service Reserve Fund, funds in the amount of the disbursement made under such surety bond, insurance policy, letter of credit or other similar obligation, (iii) to promptly deposit into the Debt Service Reserve Fund a different surety bond, insurance policy, letter of credit or other similar obligations having a maximum limit equal to the amount of the disbursement made under the existing surety bond, insurance policy, letter of credit or other similar obligation, or (iv) to utilize any combination of the alternatives set forth in clauses (i), (ii) or (iii) above as shall provide that the amount in the Debt Service Reserve Fund equals the Debt Service Reserve Fund Requirement. Subject to the provisions of the Trust Agreement, moneys and Investment Obligations on deposit in the Debt Service Reserve Fund may, if required by the terms of any surety bond, letter of credit or other similar obligation, be utilized by the Authority to repay any drawings on such surety bond, letter of credit or other similar obligation, but only if such repayment will result in a reinstatement of the amount available to be drawn under such surety bond, letter of credit or other similar obligation in an amount at least equal to the amount of such repayment.

In the event of the refunding of any Bonds other than Guaranteed Bonds, the Authority may direct the Trustee to withdraw from the Debt Service Reserve Fund all, or any portion of, the amounts accumulated therein with respect to such Bonds being refunded and deposit such amounts with the Trustee in a separate account to be held for the payment of the principal or Redemption Price, if applicable, and interest on such Bonds being refunded, provided that such withdrawal shall not be made unless (i) immediately thereafter such Bonds being refunded shall be deemed to have been paid pursuant to paragraph (b) under the heading “Defeasance” and (ii) the amount remaining in the Debt Service Reserve Fund, after giving effect to the issuance of any Refunding Bonds and the disposition of the proceeds thereof and to any surety bond, insurance policy, letter of credit or other similar obligation deposited in such Fund pursuant to the requirements under this heading, shall not be less than the Debt Service Reserve Fund Requirement. In the event of such refunding, the Authority may also direct the Trustee to withdraw from the Debt Service Reserve Fund all or any portion of the amounts accumulated therein with respect to

D-14

Debt Service on such Bonds being refunded and deposit such amounts in any Fund or Account, provided, however, that such withdrawal shall not be made unless items (i) and (ii) referred to hereinabove have been satisfied.

Regardless of the provisions of the Trust Agreement regarding the Revenue Fund, in the event that at any time the amount on deposit in the Debt Service Reserve Fund, after giving effect to any surety bond, insurance policy, letter of credit or other similar obligation deposited in such Fund pursuant to the applicable provisions under this heading, shall be less than the Debt Service Reserve Fund Requirement as a result of any withdrawal from said Fund or as a result of the valuation of such Fund performed in accordance with the Trust Agreement, the Authority shall restore the amount on deposit in the Debt Service Reserve Fund, after giving effect to any surety bond, insurance policy, letter of credit or other similar obligation deposited in said Fund pursuant to the applicable provisions under this heading, to the Debt Service Reserve Fund Requirement, in the case of restoration after a withdrawal in 12 equal monthly installments commencing within 90 days of such withdrawal, and in the case of

Regardless of the provisions of the Trust Agreement regarding the Revenue Fund, in the event that at any time the amount on deposit in the Debt Service Reserve Fund, after giving effect to any surety bond, insurance policy, letter of credit or other similar obligation deposited in such Fund pursuant to the applicable provisions under this heading, shall be less than the Debt Service Reserve Fund Requirement as a result of any withdrawal from said Fund or as a result of the valuation of such Fund performed in accordance with the Trust Agreement, the Authority shall restore the amount on deposit in the Debt Service Reserve Fund, after giving effect to any surety bond, insurance policy, letter of credit or other similar obligation deposited in said Fund pursuant to the applicable provisions under this heading, to the Debt Service Reserve Fund Requirement, in the case of restoration after a withdrawal in 12 equal monthly installments commencing within 90 days of such withdrawal, and in the case of