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n. PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 27, 2020

New Issue RATING: Standard & Poor’s: “BBB”Book-Entry Only Outlook: Stable

(See “Rating” herein)

In the opinion of Hodgson Russ LLP, Bond Counsel, based on existing statutes, regulations, rulings and court decisions and assuming compliance with certain covenants and the accuracy of certain representations, (1) interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes, and is not an “item of tax preference” for purposes of the individual and corporate alternative minimum taxes imposed by the Internal Revenue Code of 1986, as amended (the “Code”), except that (a) the College (as hereinafter defined) or another Person, by failing to comply with certain requirements contained in the Code, may cause interest on the Series 2020A Bonds to become subject to federal income taxation and certain other taxes from the date of issuance thereof, and (b) interest on the Series 2020A Bonds is included in the tax base for purposes of computing the branch profits tax imposed on foreign corporations doing business in the United States under Section 884 of the Code, and (2) so long as interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes, interest on the Series 2020A Bonds is exempt under existing law from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). Interest on the Series 2020B Bonds is not excludable from gross income for federal income tax purposes and is not exempt under existing law from personal income taxes imposed by the State of New York or any political subdivision thereof (including the City of New York). For a more complete discussion, including certain other tax considerations, see “TAX MATTERS” herein.

$32,740,000* BUFFALO AND ERIE COUNTY

INDUSTRIAL LANDDEVELOPMENT CORPORATION

Revenue Bonds (D’Youville College Project),Series 2020A

$13,335,000* BUFFALO AND ERIE COUNTY

INDUSTRIAL LANDDEVELOPMENT CORPORATION

Revenue Bonds (D’Youville College Project),Series 2020B (Taxable)

Dated: Date of Issuance Due: As shown on inside front cover

Buffalo and Erie County Industrial Land Development Corporation (the “Issuer”) Revenue Bonds (D’Youville College Project), Series 2020A (the “Series 2020A Bonds”) and Series 2020B (Taxable) (the “Series 2020B Bonds”, and together with the Series 2020A Bonds, the “Series 2020 Bonds”) will be issued under and secured by a Trust Indenture dated as of September 1, 2020 (the “Indenture”) by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”).

The Series 2020 Bonds will bear interest at the rates shown on the inside cover to this Official Statement. The Series 2020 Bonds will be subject to optional, mandatory and extraordinary redemption and to acceleration prior to maturity as described herein under “THE SERIES 2020 BONDS - Redemption” herein.

Interest on the Series 2020 Bonds will be payable on each May 1 and November 1, commencing May 1, 2021. The Series 2020 Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as Securities Depository for the Series 2020 Bonds. Individual purchases will be made in Book-Entry form only, in the principal amount of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Series 2020 Bonds. Principal and interest will be paid by the Issuer to the Trustee which will remit such principal and interest to DTC, which will in turn remit such principal and interest to its Participants (as defined herein) for subsequent distribution to the Beneficial Owners (as defined herein) of the Series 2020 Bonds. See “THE SERIES 2020 BONDS - Book-Entry Only System” herein.

The Series 2020 Bonds will be limited obligations of the Issuer, payable solely from and are secured by (a) a pledge and assignment of, payments and other revenues to be received by the Issuer under a Loan Agreement dated as of September 1, 2020 (the “Loan Agreement”) between the Issuer and D’Youville College (the “College”); (b) from other moneys pledged therefor under the Indenture including a debt service reserve fund; and (c) a Pledge and Assignment dated as of September 1, 2020 between the Issuer and the Trustee, pursuant to which the Issuer shall assign certain of its rights (other than certain fees and indemnification payments required to be made to the Issuer) under the Loan Agreement to the Trustee, (d) a Guaranty dated as of September 1, 2020 from the College to the Trustee, pursuant to which the College guarantees the payment of debt service on the Bonds and (e) a Pledge and Security Agreement dated as of September 1, 2020 between the College and the Trustee, pursuant to which the College shall grant to the Trustee a security interest in the Gross Revenues (as defined therein), subject to the Senior Security Interest (as defined therein). The proceeds of the Series 2020 Bonds will be loaned to the College and used by the College to refund certain outstanding debt of the College, to fund a debt service reserve fund for the Series 2020 Bonds and to pay certain costs incidental to issuing the Series 2020 Bonds. There are risks associated with an investment in the Series 2020 Bonds, some of which are described under “CERTAIN BONDHOLDERS’ RISKS” herein.

THE ISSUER HAS NO TAXING POWER. THE SERIES 2020 BONDS SHALL NEVER CONSTITUTE A DEBT OF THE STATE OF NEW YORK OR ERIE COUNTY, NEW YORK, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, ERIE COUNTY, NEW YORK, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2020 BONDS, AND NEITHER THE STATE OF NEW YORK NOR ERIE COUNTY, NEW YORK, SHALL BE LIABLE THEREON NOR SHALL THE SERIES 2020 BONDS BE PAYABLE OUT OF ANY FUNDS OF THE ISSUER OTHER THAN THOSE DULY PLEDGED THEREFOR PURSUANT TO THE INDENTURE.

This cover page contains information for general reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision.

The Series 2020 Bonds are offered when, as and if issued by the Issuer and received receipt by the Underwriter, subject to prior sale, withdrawal or modification of the offer without any notice, and or subject to delivery of the approving opinion of Hodgson Russ LLP, Buffalo, New York, Bond Counsel. Certain legal matters will be passed upon for the Issuer by Harris Beach PLLC, Buffalo, New York; for the College by Bond, Schoeneck & King, PLLC, Buffalo, New York; and for the Underwriter by Phillips Lytle LLP, Rochester, New York. It is expected that the Series 2020 Bonds in definitive form will be delivered to the Trustee, as custodian for DTC, on or about September [__], 2020.

This Official Statement is dated [_____ __]

* Preliminary, subject to change.

BUFFALO AND ERIE COUNTY INDUSTRIAL LAND DEVELOPMENT CORPORATION

$46,075,000 Revenue Bonds (D’Youville College Project), Series 2020

Dated: Date of Issuance Principal Due: November 1, as shown below Interest Due: May 1 and November 1 First Interest Payment: May 1, 2021

MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES

Series 2020A Bonds

Maturity Schedule

Maturity* Amount* Interest Rate Yield Price CUSIP1

Series 2020B Bonds (Taxable)

Maturity Schedule

Maturity* Amount* Interest Rate Yield Price CUSIPt


1The CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Issuer, the Company or the Underwriter, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. Neither the Issuer, the Company nor the Underwriter has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2020 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE.

No dealer, broker, salesman or other person has been authorized by the Issuer, the Underwriter, the College or any other entity described herein to give any information or to make any representations with respect to the Series 2020 Bonds, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be a sale of the Series 2020 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.

The information set forth herein has been obtained from the Issuer, the College and other sources that are believed to be reliable, but is not guaranteed as to the accuracy or completeness and, except for the information concerning the Issuer, is not to be construed as a representation by the Issuer. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. All quotations from and summaries and explanations of provisions of laws and documents herein do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Issuer, the College or any other entity referred to herein since the date hereof or the date as of which particular information contained herein is given, if earlier.

This Official Statement contains a general description of the Series 2020 Bonds, the Issuer, the College, and the plan of refunding, and sets forth summaries of certain provisions of the Loan Agreement, the Indenture and certain other documents. The descriptions and summaries herein do not purport to be complete and are not to be construed to be a representation of the Issuer or the College. Persons interested in purchasing the Series 2020 Bonds should carefully review this Official Statement (including the Appendices attached hereto) as well as copies of such documents in their entireties, which are held by the Trustee at its principal corporate trust office.

The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

This Official Statement is not to be construed as a contract or agreement between the Issuer or the College and the purchasers or holders of any of the Series 2020 Bonds.

CUSIP (Committee on Uniform Securities Identification Procedures) numbers on the inside front cover page of this Official Statement are copyright 2012 by the American Bankers Association. CUSIP data herein is provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services.

This Official Statement contains certain “forward-looking statements” concerning the operations and financial condition of the College. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the College. The words “may,” “would,” “could,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions are meant to identify these forward-looking statements. The achievement of certain results or other expectations contained in such forward-looking statements

involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The College does not plan to issue any updates or revisions to these forward-looking statements if or when changes to its expectations, or events, conditions or circumstances on which such statements are based, occur.

THE SERIES 2020 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2020 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE SERIES 2020 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN THE OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2020 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this final official statement for purposes of, and as that term is defined in, SEC Rule 15c2-12.

TABLE OF CONTENTS

Page

INTRODUCTORY STATEMENT ................................................................................................................ 1

THE ISSUER .................................................................................................................................................. 3

D’YOUVILLE COLLEGE ............................................................................................................................. 4

PLAN OF FINANCING ................................................................................................................................. 6

Estimated Sources and Uses of Funds ............................................................................................... 6

THE BONDS .................................................................................................................................................. 7

General ............................................................................................................................................... 7 Registration, Transfer and Exchange of Bonds ................................................................................. 8 Redemption ........................................................................................................................................ 8 Procedure for Redemption ............................................................................................................... 10 Book Entry Only System ................................................................................................................. 10

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ............................................................ 12

The Indenture ................................................................................................................................... 12 Debt Service Reserve Fund ............................................................................................................. 12 The Loan Agreement ....................................................................................................................... 13 The Pledge and Assignment ........................................................................................................... 13 The Guaranty ................................................................................................................................... 13 The Pledge and Security Agreement .............................................................................................. 14 The Intercreditor Agreement .......................................................................................................... 14 Pledge of College Revenues; Prior Secured Indebtedness .............................................................. 14 Additional Bonds and Other Indebtedness ...................................................................................... 14 Limited Obligation........................................................................................................................... 14

CERTAIN BONDHOLDERS' RISKS ......................................................................................................... 15

THE TRUSTEE ............................................................................................................................................ 19

TAX MATTERS .......................................................................................................................................... 19

CERTAIN LEGAL MATTERS ................................................................................................................... 25

CONTINUING DISCLOSURE UNDERTAKING ...................................................................................... 25

FINANCIAL STATEMENTS ...................................................................................................................... 26

LITIGATION ............................................................................................................................................... 26

The Issuer ........................................................................................................................................ 26 The College ...................................................................................................................................... 26

RATING ....................................................................................................................................................... 26

UNDERWRITING ....................................................................................................................................... 27 CERTAIN RELATIONSHIPS AMONG THE PARTIES ........................................................................... 28 MISCELLANEOUS .......................................................................................................................................................... 28

APPENDIX A - CERTAIN INFORMATION REGARDING D’YOUVILLE COLLEGE ........................ A-1

APPENDIX B - FINANCIAL STATEMENTS OF D’YOUVILLE COLLEGE FOR THE FISCAL YEARS ENDED MAY 31, 2019 AND MAY 31, 2018 ............................................................................ B-1

APPENDIX C - DEFINITIONS OF CERTAIN TERMS AND SUMMARY OF CERTAIN PROVISIONS OF CERTAIN FINANCING DOCUMENTS .............................................................. C-1

APPENDIX D - PROPOSED FORM OF OPINION OF BOND COUNSEL .............................................. D-1

APPENDIX E - PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT ..................... E-1

OFFICIAL STATEMENT

of the BUFFALO AND ERIE COUNTY INDUSTRIAL LAND DEVELOPMENT CORPORATION

$32,740,000*


Revenue Bonds (D’Youville College Project), Series 2020A

$13,335,000* BUFFALO AND ERIE COUNTY INDUSTRIAL

LAND DEVELOPMENT CORPORATION Revenue Bonds (D’Youville College Project), Series

2020B (Taxable)

INTRODUCTORY STATEMENT

This Official Statement, including the cover page, the inside cover page, the table of contents page and the Appendices, is provided to furnish information with respect to the Revenue Bonds (D’Youville College Project), Series 2020A in the principal amount of $32,740,000 (the “Series 2020A Bonds”) and Revenue Bonds (D’Youville College Project), Series 2020B (Taxable) in the principal amount of $13,335,000 (the “Series 2020B Bonds” and together with the Series 2020A Bonds, the “Series 2020 Bonds”) being issued by the Buffalo and Erie County Industrial Land Development Corporation (the “Issuer”). The Series 2020 Bonds are being issued pursuant to a resolution of the Issuer adopted on August 26, 2020. The Series 2020 Bonds will be issued under a Trust Indenture dated as of September 1, 2020 (the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The Series 2020 Bonds will be dated the date of their original issuance, will bear interest at the rates and mature on the dates set forth on the inside cover page hereof and will be subject to redemption prior to maturity as described herein under “THE BONDS — Redemption”. Capitalized terms used in this Official Statement have the meanings specified herein and in APPENDIX C hereto. Terms not otherwise defined in this Official Statement have the meanings provided in the specific documents.

The Issuer will issue the Series 2020 Bonds for the benefit of D’Youville College (the “College”), a New York not-for-profit education corporation. The Issuer will loan the proceeds of the Series 2020 Bonds to the College pursuant to a Loan Agreement dated as of September 1, 2020 (the “Loan Agreement”), and in consideration of such loan, the College will agree to make payments to the Trustee in such amounts and at such times as are required to provide for timely payment of the principal or redemption price of and interest on the Series 2020 Bonds. The College's obligation to make payments under the Loan Agreement is a direct, general and unconditional obligation of the College.

Use of Proceeds. The proceeds of the Series 2020 Bonds will be loaned to the College and used to provide funds to finance a refinance project of the College, consisting of the following: (A) the refinancing of the Dormitory Authority of the State of New York D’Youville College Revenue Bonds, Series 2008 issued on December 10. 2008 in the aggregate principal amount of $26,710,000 (the “Series 2008 Bonds”) which Series 2008 Bonds were used to finance a project consisting of the following: (1)(a) the construction on a certain parcel of land (the “Series 2008 Land”) on the College’s campus, which is located at 320 Porter Avenue, Buffalo, New York and which is bounded by the following streets: Jersey Avenue to the South, Niagara Street to the West, Vermont Street to the North and Plymouth Avenue to the East (the “Campus”), of a six-story academic building and a four-story dormitory (collectively, the “Series 2008 Facility”) and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2008 Equipment”) (the Series 2008 Facility, the Series 2008 Land and the Series 2008 Equipment being


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collectively referred to hereinafter as the “Series 2008 Project Facility”) and (2) the refinancing of the Erie County Industrial Development Agency Adjustable Rate Demand Civic Facility Revenue Bonds (2004 D’Youville College Project), Series 2004 issued on September 22, 2004 in the aggregate principal amount of $7,500,000 (the “Series 2004 Bonds”), which Series 2004 Bonds were used to finance: (a) the construction of a townhouse style dormitory (the “Series 2004 Facility”) on a certain parcel of land (the “Series 2004 Land”) on the Campus and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2004 Equipment”) (the Series 2004 Facility, the Series 2004 Land and the Series 2004 Equipment being collectively referred to hereinafter as the “Series 2004 Project Facility”); (B) the refinancing of the Dormitory Authority of the State of New York D’Youville College Revenue Bonds, Series 2012 issued on April 25, 2012 in the aggregate principal amount of $9,355,000 (the “Series 2012 Bonds” and together with the Series 2008 Bonds, the “Prior Bonds”), which Series 2012 Bonds were used to finance a project consisting of the following: (1) the refinancing of the Dormitory Authority of the State of New York D’Youville College Insured Revenue Bonds, Series 2001 issued on March 21, 2001 in the aggregate principal amount of $10,700,000 (the “Series 2001 Bonds”), which Series 2001 Bonds were used to finance (a) (i) the demolition of an existing library facility, (ii) the construction of a new five-story academic center, (iii) the construction and equipping of enclosed walkways and (iv) related site improvements (collectively, the “Series 2001 Facility”) on a certain parcel of land (the “Series 2001 Land”) on the Campus; and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2001 Equipment”) (the Series 2001 Facility, the Series 2001 Land and the Series 2001 Equipment being collectively referred to hereinafter as the “Series 2001 Project Facility”) and (2) the refinancing of the Dormitory Authority of the State of New York D’Youville College Insured Revenue Bonds, Series 1998 issued on November 17, 1998 in the aggregate principal amount of $5,625,000 (the “Series 1998 Bonds”), which Series 1998 Bonds were used to finance (a) the construction, conversion, renovation, equipping and repairing of an existing building into a new library facility (the “Series 1998 Facility”) on a certain parcel of land (the “Series 1998 Land”) on the Campus, and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 1998 Equipment”) (the “Series 1998 Facility, the Series 1998 Land and the Series 1998 Equipment being collectively referred to hereinafter as the “Series 1998 Project Facility”); (C) the refinancing of a certain taxable loan provided by Key Government Finance, Inc. (the “Bank”) to the College in 2014 (the “2014 Bank Loan”), the proceeds of which were used by the College to renovate and construct an addition to the College’s Arts, Science and Education Building on the Campus (the “2014 Facility”); (D) the refinancing of a portion of a certain taxable loan provided by the Bank to the College in January 2020 (the “January 2020 Bank Loan”), the proceeds of which were used by the College to fund a portion of the costs of constructing and equipping a new educational facility on the Campus known as the Health Professions Hub (the “Hub Facility”) (the Hub Facility, the 2014 Facility, the Series 2008 Project Facility, the Series 2004 Project Facility, the Series 2001 Project Facility and the Series 1998 Project Facility being collectively referred to hereinafter as the “Initial Project Facility”), which construction is currently underway; (E) the refinancing of a certain taxable loan provided by the Bank to the College in July 2020 (the “July 2020 Bank Loan”), the proceeds of which were used by the College to fund a portion of the costs of constructing and equipping the Hub Facility, which construction is currently underway; (F) the financing of all or a portion of the costs of the foregoing by the issuance of the Series 2020 Bonds; (G) the payment of any termination payments due in connection with the termination of any interest rate swaps relating to the Prior Bonds or the 2014 Bank Loan; and (H) paying a portion of the costs incidental to the issuance of the Series 2020 Bonds, including issuance costs of the Series 2020 Bonds and any reserve funds as may be necessary to secure the Series 2020 Bonds.

Security. The Series 2020 Bonds will be secured by (a) the assignment of the Loan Agreement (except for the Unassigned Rights as defined therein) effected by the Pledge and Assignment dated as of September 1, 2020 (the “Pledge and Assignment”) from the Issuer to the Trustee, (b) all other moneys and securities held from time to time by the Trustee for the owners pursuant to the Indenture, (c) the Guaranty dated as of September 1, 2020 (the “Guaranty”) from the College to the Trustee and (d) the Pledge and Security Agreement dated as of September 1, 2020 (the “Pledge and Security Agreement”), pursuant to which the College grants to the Trustee a security interest in the Gross Revenues (as defined therein) of the College, subject to the Senior Security Interest (as defined therein) held by the Bank relating to the January

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2020 Bank Loan. See “SECURITY AND SOURCES OF PAYMENT” herein and “SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND ASSIGNMENT,” “SUMMARY OF CERTAIN PROVISIONS OF THE GUARANTY” and “SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND SECURITY AGREEMENT”.

The January 2020 Bank Loan is secured by (i) a senior lien on certain gifts and grants relating to the HUB Facility held by the Bank pursuant to a Pledge and Security Agreement dated as of September 1, 2020 (the “January 2020 Bank Loan Pledge and Security Agreement”) by and between the College and the Bank and (ii) a parity lien on the Gross Revenues held by the Bank pursuant to an Intercreditor Agreement dated as of September 1, 2020 (the “Intercreditor Agreement”) by and between the Bank and the Trustee, as acknowledged by the College. Pursuant to the Intercreditor Agreement, the respective liens held by the Trustee and the Bank on the Gross Revenues shall be on parity. See “SECURITY AND SOURCES OF PAYMENT herein and “SUMMARY OF CERTAIN PROVISIONS OF THE INTERCREDITOR AGREEMENT” in Appendix C hereto.

An investment in the Series 2020 Bonds is subject to a degree of risk. Prospective investors in the Series 2020 Bonds should carefully consider a degree of the material under “CERTAIN BONDHOLDERS' RISKS.”

There follows herein brief descriptions of the Issuer and the Series 2020 Bonds, together with summaries of the Indenture and the Loan Agreement. Certain information regarding the College, together with the College's most recent audited financial statements, are included in APPENDIX A and APPENDIX B hereto, respectively. A summary of certain provisions of the Indenture and the Loan Agreement is included in APPENDIX C hereto. The description and summaries of the Indenture, the Loan Agreement and other documents contained herein do not purport to be comprehensive and are qualified in their entirety by reference to such documents, and all references to the Series 2020 Bonds are qualified in their entirety by the definitive form thereof included in the Indenture. Copies of such documents will be available for inspection during the initial offering period at the offices of KeyBanc Capital Markets Inc., 66 South Pearl Street, Albany, New York 12207, and thereafter at the corporate trust office of the Trustee in New York, New York.

THE ISSUER

The Issuer was established as a not-for-profit local development corporation of the State pursuant to the purposes and powers contained within Article 14 of the Not-for-Profit Corporation Law of the State of New York (the “Act”), and pursuant to its certificate of incorporation filed on January 13, 1982, as amended on October 15, 1996, with the authority and power to own, lease and sell personal and real property for the purposes of, among other things, acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest and to issue its revenue bonds in furtherance of the foregoing.

The Act further authorizes the Issuer to lease and sell any or all of its facilities, to issue bonds and to make loans for the purpose of carrying out any of its corporate purposes and, as security for the payment of the principal and redemption price of an interest on any such bonds so issued and any agreements made in connection therewith, to pledge the revenues and receipts from the lease or sale thereof to secure the payment of such bonds and interest thereon.

The sole member of the Issuer is the County of Erie, New York, acting by and through its County Executive. The Issuer currently has seven (7) directors. The persons currently serving as directors of the Issuer are as follows:

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Name Position Hon. Mark C. Poloncarz Chair Denise Abbott Director Hon. April Baskin Director Hon. Byron W. Brown Director Hon. Howard Johnson Director Richard Lipsitz Director Maria R. Whyte Director

The persons currently serving as officers of the Issuer are as follows:

Name Position John Cappellino President and Chief Executive Officer Karen M. Fiala Vice President Mollie Profic Vice President Mollie Profic Treasurer/Chief Financial Officer Karen M. Fiala Assistant Treasurer Jerry Manhard Assistant Treasurer Atiqa Abidi Assistant Treasurer Karen M. Fiala Secretary Jerry Manhard Assistant Secretary Dawn Boudreau Assistant Secretary

THE ISSUER HAS NO TAXING POWER. THE SERIES 2020 BONDS SHALL NEVER CONSTITUTE A DEBT OF THE STATE OR THE COUNTY, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2020 BONDS, AND NEITHER THE STATE NOR THE COUNTY SHALL BE LIABLE THEREON NOR SHALL THE SERIES 2020 BONDS BE PAYABLE OUT OF ANY FUNDS OF THE ISSUER OTHER THAN THOSE DULY PLEDGED THEREFOR PURSUANT TO THE INDENTURE.

The Issuer does not and will not in the future monitor the financial condition or operations of the College or otherwise monitor payment of the Series 2020 Bonds or compliance with the documents relating thereto. The Issuer will rely entirely upon the Trustee and the College to carry out their respective responsibilities under the Indenture and the Loan Agreement and with respect to the Refunding project.

The Issuer has not prepared or assisted in the preparation of this Official Statement, except the statements under this caption “THE ISSUER” and the caption “LITIGATION — The Issuer,” and except as aforesaid, the Issuer is not responsible for any statements made in this Official Statement. Except for the adoption of resolutions, the holding of a public hearing, and the execution and delivery of documents required to effect the issuance of the Series 2020 Bonds, the Issuer has not otherwise assisted in the public offer, sale or distribution of the Series 2020 Bonds. Accordingly, except as aforesaid, the Issuer disclaims responsibility for the disclosures set forth in this Official Statement or otherwise made in connection with the offer, sale and distribution of the Series 2020 Bonds.

D’YOUVILLE COLLEGE

D’Youville College is a Catholic, co-educational, comprehensive liberal arts college located on a 27-acre city campus in Buffalo, New York. Founded in 1908, it was the first college in Western New York to offer

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baccalaureate degree programs for women. The College educates all students in the liberal arts tradition, providing students with an interdisciplinary education strengthens skills in problem solving, critical thinking, collaboration, and written, visual, and oral communication. In the 2019-20 academic year, the College served a total of 3,048 students earning bachelor’s, master’s and doctoral degrees in the arts, business, education, medicine, nursing, and the natural and physical sciences.

See “APPENDIX A — CERTAIN INFORMATION REGARDING D’YOUVILLE COLLEGE” and “APPENDIX B — FINANCIAL STATEMENTS OF D’YOUVILLE COLLEGE FOR THE FISCAL YEARS ENDED May 31, 2019 AND May 31, 2018.”

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PLAN OF FINANCING

The Series 2020 Bonds are being issued for the purpose of financing a project, consisting generally of: (A) the refinancing of the Series 2008 Bonds, (B) the refinancing of the Series 2012 Bonds, (C) the refinancing of the 2014 Bank loan, (D) the refinancing of a portion of the January 2020 Bank Loan, (E) the refinancing of the July 2020 Bank Loan, (F) the payment of certain termination payments due in connection with termination of certain interest rate swaps, and (G) the payment of certain costs of issuance. It is anticipated that the Prior Bonds will be redeemed, and the Prior Loans refinanced, on the date of issuance of the Series 2020 Bonds.

Estimated Sources and Uses of Funds

The following table sets forth the estimated sources and uses of the proceeds of the Series 2020 Bonds:

Sources of Funds

Total Sources

Uses of Funds

Total Uses

*Preliminary, subject to change.

**Estimate of amount required to pay costs of issuance above 2% limit.

(1) Includes Underwriter's discount, issuer fee, rating agency fee, Trustee, legal, accounting, printing and other fees and expenses of issuance.

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THE BONDS

General

The Series 2020 Bonds will be issued as fully registered bonds, without coupons, in the aggregate principal amount set forth on the cover page hereof. The Series 2020 Bonds are issuable in the denomination of $5,000 each or any integral multiple thereof. The Series 2020 Bonds will be dated the date of their authentication, will bear interest from such date at the rates and mature in the amounts and on the dates listed in the maturity schedule on the inside front cover hereof, and will be subject to redemption prior to maturity as described below. Interest on the Series 2020 Bonds will be payable semiannually on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing May 1, 2021, until maturity or redemption.

The principal of any Bond shall be payable when due to the registered owner thereof upon presentation and surrender of such Bond at the designated office of the Trustee, and interest on any Bond shall be paid on each Interest Payment Date by check which the Trustee shall cause to be mailed on that date to the Person in whose name the Bond is registered at the close of business on the fifteenth (15th) day of the calendar month (whether or not a Business Day) preceding the applicable Interest Payment Date (the “Regular Record Date”). If and to the extent that the Issuer shall fail to make payment or provision for payment of interest on any Bond on any Interest Payment Date, that interest shall cease to be payable to the person who was the registered owner of that Bond as of the applicable Regular Record Date, but instead shall be payable to the persons who are the registered owners of the Series 2020 Bonds at the close of business on a special record date to be established by the Trustee for such purpose.

The Series 2020 Bonds will be issued initially in “book-entry” form only, as described under “Book-Entry Only System” below and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2020 Bonds. Unless the book-entry system for the Series 2020 Bonds is discontinued (as described below), prospective purchasers will acquire beneficial ownership interests in the Series 2020 Bonds, in Authorized Denominations, as described below, but will not receive Bond certificates representing such ownership interests.

As long as DTC or its nominee is the registered owner of the Series 2020 Bonds, payments of principal or redemption price of, and interest on, the Series 2020 Bonds will be made directly to DTC or its nominee, and all such payments will be valid and effective to satisfy fully and discharge the obligations of the Issuer and the College with respect to, and to the extent of, the principal or redemption price of, and interest so paid. So long as DTC or its nominee is the registered owner of the Series 2020 Bonds, references herein to the registered owners of the Series 2020 Bonds shall be deemed to refer to DTC or its nominee and not to the owners of beneficial interests in the Series 2020 Bonds.

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Registration, Transfer and Exchange of Bonds

The Series 2020 Bonds shall be registered upon original issuance and upon subsequent transfer or exchange. The Trustee shall act as Bond registrar and transfer agent for the Series 2020 Bonds. The Issuer will cause books for the registration and transfer of Series 2020 Bonds to be maintained and kept at the designated office of the Trustee. The Trustee shall keep such books and to make such registrations and transfers under such reasonable regulations as the Issuer or the Trustee may prescribe.

Upon surrender for transfer of any Series 2020 Bond at the designated office of the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Series 2020 Bond or Series 2020 Bonds of the same series and maturity and of like tenor as the surrendered Series 2020 Bond, in any Authorized Denomination, for the aggregate principal amount which the owner of the Series 2020 Bonds is entitled to receive. No transfer of any Series 2020 Bond will be effective until entered on the Series 2020 Bond registration books of the Issuer kept by the Trustee.

All Series 2020 Bonds presented for transfer, exchange, registration, redemption or payment (if so required by the Issuer or the Trustee) shall be accompanied by a written instrument or instruments of transfer, in form and with guarantee of signature satisfactory to the Trustee, duly executed by the Holder of the Series 2020 Bonds or by his duly authorized attorney.

Any such exchange, transfer or registration shall be made without service charge; provided that the Issuer or Trustee may require payment of a sum sufficient to pay any tax, fee or other governmental charge imposed with respect to such exchange, transfer or registration.

New Series 2020 Bonds delivered upon any transfer or exchange shall be valid limited obligations of the Issuer, evidencing the same debt as the Series 2020 Bonds surrendered, shall be secured by the Indenture and shall be entitled to all of the security and benefits thereunder to the same extent as the Series 2020 Bonds surrendered.

The person in whose name any Bond is registered shall be deemed the absolute owner thereof for all purposes under the Indenture, whether or not such Bond shall be overdue, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.

Redemption

The Series 2020 Bonds are subject to redemption prior to maturity as follows:

Optional Redemption of Series 2020A Bonds. The Series 2020A Bonds are subject to optional redemption prior to maturity by the Issuer, at the written direction of the College, in whole or in part on any date occurring on or after November 1, 2030 (and if in part in any order of maturity or from among such specified maturities as may be designated in writing by the College, but within a particular maturity as selected by the Trustee at random or in such other manner as the Trustee in its discretion deems fair and appropriate). Any such redemption shall be made at a redemption price equal to 100% of the stated principal amount of the Series 2020A Bonds to be redeemed, plus accrued interest to the redemption date.

Optional Redemption of Series 2020B Bonds. The Series 2020B Bonds are subject to optional redemption prior to maturity by the Issuer, at the written direction of the College, in whole or in part on any date occurring on or after November 1, 2030 (and if in part in any order of maturity or from among such specified maturities as may be designated in writing by the College, but within a particular maturity as selected by the Trustee at random or in such other manner as the Trustee in its discretion deems fair and appropriate). Any such redemption shall be made at a redemption price equal to 100% of the stated principal amount of the Series 2020B Bonds to be redeemed, plus accrued interest to the redemption date.

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Mandatory Sinking Fund Redemption of Series 2020A Bonds. The Series 2020A Bonds are subject to mandatory sinking fund redemption in part, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, at a redemption price equal to 100% of the stated principal amount thereof to be redeemed, plus accrued interest to the redemption date, on November 1 of the years and in the respective amounts set forth below:

November 1 Principal Amount

Mandatory Sinking Fund Redemption of Series 2020B Bonds. The Series 2020B Bonds are subject to mandatory sinking fund redemption in part, by lot in such manner as the Trustee shall deem fair and appropriate for random selection, at a redemption price equal to 100% of the stated principal amount thereof to be redeemed, plus accrued interest to the redemption date, on November 1 of the years and in the respective amounts set forth below:

November 1 Principal Amount

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Extraordinary Optional Redemption. In the manner and upon the terms and conditions provided in the Indenture and the Loan Agreement, the Series 2020 Bonds shall be subject to redemption prior to maturity (1) as a whole, without premium, in the event of a taking in condemnation or a failure of title to all, or substantially all of the Project Facility, or damage to or destruction of part or all of the Project Facility, or (2) as a whole, without premium, in the event that the loan Agreement becomes void, unenforceable or impossible of performance or unreasonable burdens or excessive liabilities are imposed on the College or its property, or (3) in part, without premium, in the event that certain excess funds remain following damage or condemnation or completion of the project.

Procedure for Redemption

The Trustee is required to cause notice of the call for redemption, identifying the Series 2020 Bonds or portion thereof to be redeemed, to be sent by first class mail, postage prepaid, to the registered owners of Series 2020 Bonds to be redeemed at their registered addresses, not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption. So long as the Series 2020 Bonds or any portion thereof are held by DTC, the Trustee shall send each notice of redemption of such Series 2020 Bonds to DTC. Failure to mail any such notice or defect in the mailed notice or in the mailing thereof in respect of any Series 2020 Bond shall not affect the validity of the redemption of any other Bond with respect to which notice is properly given.

If at the time of mailing of notice of any optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all or any of the Series 2020 Bonds called for redemption, such notice shall state that it is conditional, in that it is subject to the deposit of such redemption moneys with the Trustee not later the scheduled redemption date, in which case such notice shall be of no effect unless moneys are so deposited.

Book Entry Only System

The information contained in certain of the following paragraphs of this subsection “Book-Entry-Only System” has been extracted from a schedule prepared by DTC entitled “SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING DTC AND BOOK ENTRY ONLY ISSUANCE.” The Issuer, the College and the Underwriter make no representation as to the completeness or the accuracy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof.

DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2020 Bond certificate will be issued for each maturity of each series of the Series 2020 Bonds, in the aggregate principal amount of each such maturity of the Series 2020 Bonds and will be deposited with the Trustee as custodian for DTC.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’S participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the

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DTC systems is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has A Standard & Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about the DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of the Series 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2020 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2020 Bonds, except in the event that use of the book-entry only system for the Series 2020 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2020 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Series 2020 Bonds may wish to ascertain that the nominee holding the Series 2020 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2020 Bonds within a maturity of the Series 2020 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts such bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal of and interest on the Series 2020 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Issuer or Trustee on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co.

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(or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the Issuer or the Trustee, and the Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or successor securities depository) with respect to the Series 2020 Bonds. In either event, bond certificates will be printed and delivered.

Neither the Issuer, the College, nor the Trustee shall have any responsibility or obligation to any Direct Participant or Indirect Participant with respect to: (i) the accuracy of the records of DTC, its nominee or any Direct Participant or Indirect Participant with respect to any beneficial ownership interest in any Series 2020 Bonds; (ii) the delivery to any Direct Participant or Indirect Participant or any other Person, other than the registered owner of a Series 2020 Bond, as shown in the Bond Register, of any notice with respect to any Series 2020 Bond, including, without limitation, any notice of redemption; (iii) the selection by DTC or any Direct Participant or Indirect Participant of any person to receive payment in the event of a partial redemption of Series 2020 Bonds; (iv) the payment to any Direct Participant or Indirect Participant or any other Person other than the registered owner of a Series 2020 Bond, as shown in the Bond Register, of any amount with respect to the principal of, redemption price of, or interest on, any Series 2020 Bond; or (v) any consent given by DTC as registered owner.

So long as the Series 2020 Bonds are registered in the name of DTC (or any successor securities depository) or DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC, references herein to the Holders, holders, owners or registered owners of such Series 2020 Bonds shall mean DTC (or any successor securities depository) or DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC, as applicable, and shall not mean the Beneficial Owners of such Series 2020 Bonds.

The information in this Section concerning DTC and DTC's book-entry system has been obtained from sources that the Issuer believes to be reliable, but neither the Issuer nor the College takes any responsibility for the accuracy thereof.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

The Indenture

The Series 2020 Bonds will be issued under and secured by the Indenture. The Indenture provides that all Series 2020 Bonds issued thereunder will be limited obligations of the Issuer, payable solely from the sources identified therein, which, in the case of the Series 2020 Bonds, include: (i) payments required to be made to the Issuer by the College under the Loan Agreement (other than certain fees and indemnification payments required to be paid to the Issuer), and (ii) certain moneys and securities held by the Trustee under the Indenture.

Debt Service Reserve Fund

The Series 2020 Bonds will be secured by a Debt Service Reserve Fund to be established under the Indenture (the “Debt Service Reserve Fund”). Concurrently with the issuance of the Series 2020 Bonds, there shall be deposited to the credit of the Debt Service Reserve Fund (but not any separate account thereof) cash in an amount equal to the Debt Service Reserve Requirement for the Series 2020 Bonds. The funds within such Debt Service Reserve Fund established for the Series 2020 Bonds shall secure only the Series 2020 Bonds and no other series of Bonds. Concurrently with the issuance of any series of Additional Bonds, (i) if a separate account within the Debt Service Reserve Fund has been established for that series of Additional Bonds, there shall be deposited into that separate account an amount equal to the Debt Service Reserve Requirement for such series of Additional Bonds, or (ii) if a separate account within the Debt Service Reserve Fund has not been

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established for that series of Additional Bonds, the balance in the portion of the Debt Service Reserve Fund which is not in any such separate account shall be increased to an amount equal to the Debt Service Reserve Requirement with respect to all Bonds then to be Outstanding (including the Additional Bonds then being issued) as to which a separate account within the Debt Service Reserve Fund has not been established. If a separate account within the Debt Service Reserve Fund is created for any series of Additional Bonds as aforesaid, the assets from time to time credited to such account shall secure only the related series of Bonds and not any other series of Bonds, but the assets within the Debt Service Reserve Fund which are not in such separate account shall not secure that series of Bonds.

If, on the date of any permitted or required payment of principal of or interest on any series of Bonds, moneys in the Bond Fund are insufficient to make such payment, moneys in the Debt Service Reserve Fund or a separate account thereof allocable to such series shall be withdrawn and applied to cure the deficiency. The amount of any such withdrawal shall be restored to the Debt Service Reserve Fund in twelve (12) substantially equal monthly deposits from payments required to be made by the College for such purpose under the Loan Agreement. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE -- Debt Service Reserve Fund” in Appendix C for a further description of the Debt Service Reserve Fund.

The Loan Agreement

Under the Loan Agreement, the College will be obligated to make loan payments in amounts necessary to provide for the payment as and when due of the principal or redemption price of, and interest on, the Series 2020 Bonds, and to provide for certain other payments required by the Indenture. Pursuant to the Indenture, the Issuer will assign the Loan Agreement, including its right to receive loan payments thereunder (other than certain fees and indemnification payments required to be paid to the Issuer) to the Trustee as security for the Series 2020 Bonds and any Additional Bonds issued under the Indenture. The Loan Agreement is a general obligation of the College and the full faith and credit of the College is pledged to secure the payments required thereunder. No party other than the College is providing any security for the College's obligations under the Loan Agreement or for the payments due on the Series 2020 Bonds.

The Pledge and Assignment The Pledge and Assignment will assign to the Trustee substantially all of the Issuer’s right, title and interest in and to the Loan Agreement (except for certain Unassigned Rights), including all rights to receive Loan Payments (sufficient to pay the principal of, Sinking Fund Payments for, Redemption Price, if any, of and interest on, and all other amounts due on the Series 2020 Bonds as the same become due) to be made by the College pursuant to the Loan Agreement. For additional information regarding the Pledge and Assignment, see “SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND ASSIGNMENT” in APPENDIX C hereto. The Guaranty Pursuant to the Guaranty, the College will guarantee the due and punctual payment of the principal of, Sinking Fund Payments for, Redemption Price, if any, of and interest on the Series 2020 Bonds, when due. Pursuant to the Guaranty, the College also covenants to maintain a Debt Service Coverage Ratio equal to at least 1:10 to 1:00, to be calculated as of May 31 each year, commencing May 31, 2021. The College’s failure to maintain a Debt Service Coverage Ratio of at least 1:10 to 1:00 for two (2) consecutive Fiscal Years shall constitute an Event of Default under the Guaranty. For additional information regarding the Guaranty, see “SUMMARY OF CERTAIN PROVISIONS OF THE GUARANTY” in APPENDIX C hereto.

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The Pledge and Security Agreement Pursuant to the Pledge and Security Agreement, the College will pledge, assign and grant the Trustee a security interest in the Gross Revenue in order to secure the payment of the Series 2020 Bonds. Such security interest to be held by the Trustee will be subordinate to a senior security interest in certain gifts and grants relating to the HUB Facility held by the Bank as security for the January 2020 Bank Loan. For additional information regarding the Pledge and Security Agreement, see “SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND SECURITY AGREEMENT” in APPENDIX C hereto. The Intercreditor Agreement In connection with the issuance of the Series 2020 Bonds, the College and the Bank will enter into the January 2020 Bank Loan Pledge and Security Agreement, pursuant to which the College will pledge, assign and grant the Bank a security interest in the Gross Revenues in order to secure the payment of the January 2020 Bank Loan. Simultaneously with the issuance of the Series 2020 Bonds, the Trustee and the Bank will execute and deliver the Intercreditor Agreement, pursuant to which the respective liens held by the Bank pursuant to the January 2020 Bank Loan Pledge and Security Agreement and the Trustee pursuant to the Pledge and Security Agreement, respectively, in the Gross Revenues will be on parity. For additional information regarding the Intercreditor Agreement, see “SUMMARY OF CERTAIN PROVISIONS OF THE INTERCREDITOR AGREEMENT” in APPENDIX C hereto.

Pledge of College Revenues; Prior Secured Indebtedness

The January 2020 loan held by KeyBank shall have a parity lien on Gross Revenues, and a priority lien on grants and pledges to the extent same relate to the HUB project.

Additional Bonds and Other Indebtedness

Under the Indenture, Additional Bonds may be issued by the Issuer for the benefit of the College. Any such Additional Bonds may be secured on a parity with the Series 2020 Bonds, except with respect to amounts in the Debt Service Reserve Fund for the Series 2020 Bonds or in any sinking fund account for the Series 2020 Bonds and amounts deposited in any debt service reserve fund or other fund or account established solely for the benefit of any series of Additional Bonds. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE --Additional Bonds” in APPENDIX C hereto.

Under the Loan Agreement, the College may incur Parity Obligations from time to time. (Additionally, the College may incur indebtedness from time to time without limitation.) See “SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT -- PARITY OBLIGATIONS”.

Limited Obligation

THE ISSUER HAS NO TAXING POWER. THE SERIES 2020 BONDS SHALL NEVER CONSTITUTE A DEBT OF THE STATE OF NEW YORK OR ERIE COUNTY, NEW YORK, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW YORK, ERIE COUNTY, NEW YORK OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2020 BONDS, AND NEITHER THE STATE OF NEW YORK NOR ERIE COUNTY, NEW YORKSHALL BE LIABLE THEREON NOR SHALL THE SERIES 2020 BONDS BE PAYABLE OUT OF ANY FUNDS OF THE ISSUER OTHER THAN THOSE DULY PLEDGED THEREFOR PURSUANT TO THE INDENTURE.

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CERTAIN BONDHOLDERS' RISKS

The Series 2020 Bonds are limited obligations of the Issuer payable solely from amounts to be paid by the College under the Loan Agreement and from other funds available to the Trustee under the Indenture. No representation or assurance can be given that the College will generate sufficient revenues to meet its payment obligations under the Loan Agreement.

Various factors could adversely affect the College's ability to meet its payment obligations under the Loan Agreement. The future financial condition of the College could be adversely affected by, among other things, economic conditions in the areas from which the College traditionally draws students, legislation, regulatory actions, increased competition from other educational institutions, changes in the demand for higher educational services, demographic changes and litigation. Some of such risk factors are described below.

The following is intended only as a summary of certain risk factors attendant to an investment in the Series 2020 Bonds and is not intended to be exhaustive. In order to identify risk factors and make informed investment decisions, potential investors should be thoroughly familiar with the entire Official Statement (including each Appendix) in order to make a judgment as to whether the Series 2020 Bonds are an appropriate investment. Purchasers of the Series 2020 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks or other financial institutions or certain recipients of Social Security benefits, are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Series 2020 Bonds. See “TAX MATTERS” herein.

Legislative and Regulatory Actions. The College and its operations are subject to regulation, certification and accreditation by various federal, state and local government agencies and by certain nongovernmental agencies. No assurance can be given as to the effect on future operations of existing laws, regulations and standards for certification or accreditation or of any future changes in such laws, regulations and standards.

Competition. The College could face additional competition in the future from both private and public educational institutions, as well as for-profit companies that offer comparable services and programs to the population which the College presently serves or will serve in the future. This could include the establishment of new programs (including online programs) and the construction, renovation or expansion of competing educational institutions, as well as tuition discounting programs of competing educational institutions.

Tax-Exempt/Nonprofit Status.

In recent years, the activities of tax-exempt organizations have been subjected to increasing scrutiny by federal, state, and local legislative and administrative agencies (including the United States Congress, the Internal Revenue Service (the “IRS”), and local taxing authorities). Various proposals either have been considered previously or are presently being considered at the federal, state, and local level which could restrict the definition of tax-exempt status, impose new restrictions on the activities of tax-exempt corporations and/or tax or otherwise burden the activities of such corporations (including proposals to broaden or strengthen federal tax provisions respecting unrelated business income of nonprofit, tax-exempt corporations). There can be no assurance that future changes in the laws, rules, regulations, interpretations and policies relating to the definition, activities and/or taxation of tax-exempt corporations will not have material adverse effects on the future operations of the College.

Compliance with current and future regulations and rulings of the IRS could adversely affect the ability of the College to charge and collect revenues, finance or incur indebtedness on a tax-exempt basis or otherwise generate revenues necessary to provide for payment of the Series 2020 Bonds. Although the College has covenanted to maintain its tax-exempt status, loss of tax-exempt status by the College would likely have a significant adverse effect on the College and could result in the inclusion of interest on the Series 2020 Bonds in gross income for federal income tax purposes retroactive to their date of issue or acceleration of the maturity of the Series 2020 Bonds.

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Covenant to Maintain Tax-Exempt Status of the Series 2020A Bonds. The tax-exempt status of the Series 2020A Bonds is based on the continued compliance by the Issuer and the College with certain covenants contained in the Indenture, the Loan Agreement, the Tax Regulatory Agreement and certain other documents executed by the Issuer and the College. These covenants are aimed at satisfying applicable requirements of the Code and relate generally to use by the College of proceeds of the Series 2020A Bonds, maintenance of the status of the College as an organization meeting the requirement of Section 501(c)(3) of the Code, arbitrage limitations, rebate of certain excess investment earnings to the federal government and restrictions on the amount of issuance costs financed with the proceeds of the Series 2020A Bonds. Failure to comply with such covenants could cause interest on the Series 2020A Bonds to become subject to federal income taxation retroactive to the date of issuance of the Series 2020A Bonds.

Bond Rating. There is no assurance that the rating and outlook assigned to the Series 2020 Bonds at the time of issuance will not be lowered or withdrawn at any time. A downward revision or withdrawal of such rating or outlook may have a substantial adverse effect on the market price for, and marketability of, the Series 2020 Bonds in secondary market trading of such Series 2020 Bonds in particular.

Certain Matters Relating to Enforceability of Obligations. The remedies available to Bondholders upon an Event of Default under the Indenture or the Loan Agreement are in many respects dependent upon judicial action which is subject to discretion or delay. Under existing law and judicial decisions, including specifically the United States Bankruptcy Code (the “Bankruptcy Code”), the remedies specified in the Indenture, the Loan Agreement, the Pledge and Assignment, the Guaranty, the Intercreditor Agreement and the Pledge and Security Agreement may not be readily available or may be limited. A court may decide not to order specific performance.

The various legal opinions to be delivered concurrently with the original delivery of the Series 2020 Bonds will be qualified as to enforceability of the various legal instruments by, among other things, limitations imposed by bankruptcy, reorganization, insolvency or other similar laws or legal or equitable principles affecting creditors' rights.

Potential Effects of Bankruptcy. If the College were to file a petition for relief under the United States Bankruptcy Code (or if such a petition were filed against the College), its revenues and certain of its accounts receivable and other property acquired after the filing would not be subject to the security interest granted under the Security Agreement. The filing would operate as an automatic stay of the commencement or continuation of most judicial or other proceedings against the College and its property, and as an automatic stay of any act or proceeding to enforce a lien on its property. If the bankruptcy court so ordered, the College's property could be used for the benefit of the College despite the claims of its creditors (including the Trustee acting on behalf of the Bondholders).

In the event of a bankruptcy proceeding involving the College, the Trustee could be treated under the United States Bankruptcy Code as the holder of a secured claim. Among other things, the potential effects of a bankruptcy of the College could be to delay substantially the enforcement of remedies otherwise available to the Trustee and to allow the bankruptcy court, under certain circumstances (a) to substitute other assets of the College for collateral under the Security Agreement, (b) to sell all or part of the collateral under the Security Agreement without application of the proceeds thereof to the payment of the Series 2020 Bonds, (c) to subordinate the rights and liens securing the Series 2020 Bonds to any borrowing approved by the bankruptcy court, (d) to permit the College to cure defaults under the Loan Agreement, (e) to compel termination of the Loan Agreement by payment of an amount determined by the bankruptcy court to be the value of the collateral (even though less than the principal amount of the Series 2020 Bonds outstanding) or (f) to modify the terms of or payments due under the Loan Agreement.

In a bankruptcy proceeding, the College could file a plan for the adjustment of its debts which modifies, under certain circumstances, the rights of creditors generally or the rights of any class of creditors, secured or unsecured. The plan, when confirmed by the court, binds all creditors who had notice or knowledge of the plan and discharges all claims against the debtor provided for in the plan. Except as described below, no plan may be

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confirmed unless, among other conditions, the plan is in the best interest of creditors, is feasible and has been accepted by each class of claims impaired thereunder.

Each class of claims has accepted the plan if at least two thirds in dollar amount and more than one half in number of the allowed claims of the class that are voted with respect to the plan are cast in its favor. Even if the plan is not so accepted, it may be confirmed if the court finds, among other things, that the plan is fair and equitable with respect to each class of non accepting creditors impaired thereunder and does not discriminate unfairly. Such an approved plan could limit recoveries by the Bondholders and/or reduce the collateral pledged as security therefor.

Limitations on Security Interest. The security interest in the collateral may not be perfected with respect to items which are in the form of cash and negotiable instruments not in the possession of the Trustee. In addition, certain interests and claims of others may be on a parity with or prior to such security interests, and certain statutes and other provisions may limit the right of the College to grant such security interests. Examples of such claims, interests and provisions include, without limitation (a) statutory liens, (b) rights arising in favor of the United States of America or any agency thereof, (c) prohibitions against assignment contained in federal statutes, (d) constructive trusts, equitable liens or other rights impressed or conferred by any state or federal court in the exercise of its equitable jurisdiction, (e) federal bankruptcy laws affecting amounts earned by the College after institution of bankruptcy proceedings by the College, (f) rights of third parties in revenues not in the possession of the Trustee, including those converted to cash, where a security interest in those revenues can only be perfected by possession and (g) the requirement that appropriate continuation statements be filed in accordance with the New York Uniform Commercial Code from time to time in effect.

Volatility of Financial Markets and Recent Economic Downturn. The global economic downturn over the past five years has adversely affected the credit ratings of credit and liquidity providers. Volatility in the credit markets, including the bond markets, and lack of confidence in major financial institutions has resulted in a reduction of available liquidity across all financial markets. There can be no assurance that the future borrowing costs of the College will not be influenced by such events.

Market dislocation over the past five years has effected higher education in a number of ways, including (1) a decrease in the funds spent by families on higher education, causing many colleges and universities to increase institutional scholarships, which are funded in part or in whole through an institution's operating budget; (2) fewer eligible students applying to some colleges and universities; and (3) reorganization of and new policies governing various state and federal student loan programs. There is no guaranty that a continuation or worsening of the overall economic situation will not have a negative effect on enrollment or the affordability of education offered by the College.

COVID-19 Outbreak The outbreak of COVID-19, a respiratory disease caused by a new strain of coronavirus, has been declared a pandemic by the World Health Organization. The Governor of the State of New York, the Mayor of the City of New York, and the County Executive of Erie County have all declared states of emergency in their respective jurisdictions. Since declaring a state of emergency in New York State on March 7, 2020, Governor Andrew M. Cuomo has issued numerous Executive Orders suspending or modifying dozens of state and local laws and has issued numerous directives to aid the state's response. By order of Governor Cuomo ("New York State on PAUSE"), as of Sunday, March 22, all non-essential businesses Statewide were required to be closed, among other restrictive social distancing and related measures. Based on metrics established by the State, the State has begun and is expected to continue to lift certain PAUSE restrictions on a regional basis in phases as each region meets the criteria outlined by the Governor to protect public health as businesses reopen.

The continued spread of COVID-19 and the continued impact on social interaction, travel, economies and financial markets may adversely impact the College's finances and operations. The continued spread of COVID-19 and its related impacts may (a) adversely affect the ability of the College to conduct its normal operations and/or may adversely affect the cost of, or revenue derived from, operations, or both, (b) adversely affect financial markets generally and consequently adversely affect the returns on, and value of, the College's

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investments and liquidity and (c) adversely affect the secondary market for, and value of, the Series Series 2020 Bonds. In addition, such factors may limit the sources of liquidity available in ordinary markets, and adversely impact the College's ability to access capital markets generally. The College is monitoring developments and the directives of federal, state and local officials to determine what additional precautions and procedures may need to be implemented by the College in the event of the continued spread of COVID-19. The full impact of COVID-19 and the scope of any adverse impact on the College finances and operations cannot be fully determined at this time. Other adverse consequences of COVID-19 may include, but are not limited to, decline in net tuition revenue and auxiliary services revenue, decline in demand for college programs that involve travel or that have international connections. The College has defined and is considering a series of financial mitigation strategies to address many of the known costs of COVID-19. For more information regarding the College’s response to COVID-19, see “COVID-19 RESPONSES” in Appendix A hereto.

Other Factors. Additional factors may affect future operations of the College to an extent that cannot be determined at this time. These factors include, among others, the following:

(1) Employee strikes and other adverse labor actions that could result in a substantial reduction in revenues without corresponding decreases in costs, although none of the College's employees are currently represented by labor unions and the College believes the wages and benefits paid by the College are reasonable.

(2) Increased costs and decreased availability of public liability insurance.

(3) Changes in the demand for higher education in general or for programs offered by the College in particular.

(4) Cost and availability of energy.

(5) High interest rates, which could prevent borrowing for needed capital expenditures.

(6) A decrease in student loan funds or other aid or government subsidies that permits many students from the United States and Canada, the opportunity to pursue higher education.

(7) An increase in the costs of health care benefits, retirement plan, or other benefit packages offered by the College to its employees and retirees.

(8) A significant decrease in the value of the College's investments caused by market or other external factors, or changes in the unrestricted portion of the College's long term investments, including decreases in unrestricted net assets due to provisions of the New York Prudent Management of Institutional Funds Act (“NYPMIFA”) or other changes in accounting or regulatory guidance.

(9) Claims presently unknown to the College.

(10) Withdrawal of any current exemptions from local real estate taxes, business privilege taxes and similar impositions.

(11) Reduced future College revenues as a result of a need to increase tuition discounting to attract students.

(12) Poor financial operating performance by the College in the future and future deficits as a result of increased future expenses.

(13) Increased competition from both public and private institutions of higher learning and/or for-profit companies which may offer similar academic programs (including online programs) or

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may recruit similar students, and that may result in reduced enrollments and reduced College revenues.

(14) Reduced ability to attract future annual operating contributions or capital campaign contributions, that may limit future projects or the ability to address any deferred maintenance and/or the support of expenses related to faculty salaries, tuition discounting or additional programs.

(15) Reduced availability of qualified faculty to teach the programs offered by the College.

(16) An inability to retain students, resulting in enrollment losses and reduced revenues.

(17) A downgrade in the College's bond rating or rating outlook to a level which prevents the College from being able to borrow at affordable rates in the future.

(18) Immigration reform, restrictions on the ability of foreign students to work at institution of higher education and international events generally.

THE TRUSTEE

U.S. Bank National Association, a national banking association, has been appointed to serve as Trustee. The Trustee is to carry out those duties assignable to it under the Indenture. Except for the contents of this section, the Trustee has not reviewed or participated in the preparation of this Official Statement and assumes no responsibility for the nature, contents, accuracy or completeness of the information set forth in this Official Statement or for the recitals contained in the Indenture or the Series 2020 Bonds, or for the validity, sufficiency or legal effect of any of such documents.

Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application of the proceeds of the Series 2020 Bonds by the Issuer or the College. The Trustee has not evaluated the risks, benefits or propriety of any investment in the Series 2020 Bonds and makes no representation, and has reached no conclusions, regarding the value or condition of any assets or revenues pledged or assigned as security for the Series 2020 Bonds, the technical or financial feasibility of the facilities financed or refinanced with proceeds of the Series 2020 Bonds, or the investment quality of the Series 2020 Bonds, about all of which the Trustee expresses no opinion and expressly disclaims the expertise to evaluate.

Under the terms of the Indenture, the Trustee is liable only for those damages caused by its gross negligence or willful misconduct. All notices or other instruments required by the Indenture to be delivered to the Trustee must be delivered to the designated corporate trust agency office of the Trustee. The summary of the Trustee's rights, duties, obligations and immunities contained herein is not intended to be a complete summary, and reference must be made to the Indenture for a complete statement of the Trustee's rights, duties, obligations and immunities.

TAX MATTERS

All quotations from and summaries and explanations of provisions of laws appearing under this caption do not purport to be complete and reference is made to such laws for full and complete statements of their provisions. Opinion of Bond Counsel

Series 2020A Bonds: In the opinion of Hodgson Russ LLP, Buffalo, New York, Bond Counsel, under existing law and assuming compliance with certain covenants and the accuracy of certain representations, (1) interest on the Series 2020A Bonds is excludable from the gross income of the owners thereof for federal income tax purposes, and is not an “item of tax preference” for purposes of the individual

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and corporate alternative minimum taxes imposed by the Code, except that (a) the College or another Person, by failing to comply with certain requirements contained in the Code, may cause interest on the Series 2020A Bonds to become subject to federal income taxation and certain other taxes from the date of issuance thereof, and (b) interest on the Series 2020A Bonds is included in the tax base for purposes of computing the branch profits tax imposed on foreign corporations doing business in the United States under Section 884 of the Code; and (2) so long as interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes, interest on the Series 2020A Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2020A Bonds.

Series 2020B Bonds: In the opinion of Hodgson Russ LLP, Buffalo, New York, Bond Counsel, interest on the Series 2020B Bonds is not excludable from gross income for federal income tax purposes and is not exempt under existing law from personal income taxes imposed by the State of New York or any political subdivision thereof (including the City of New York).

In rendering the foregoing opinions, Bond Counsel noted that exclusion of the interest on the Series 2020A Bonds from gross income for federal income tax purposes may be dependent, among other things, on compliance with the applicable requirements of Sections 145, 147, 148 and 149 of the Code and the regulations thereunder (collectively, the “Tax Requirements”). In the opinion of Bond Counsel, the Tax Regulatory Agreement and the other Financing Documents establish requirements and procedures, compliance with which will satisfy the Tax Requirements. Bond Counsel will not independently verify the accuracy of the certifications and representations of the Issuer and the College or the continuing compliance with the covenants by the Issuer and the College.

Bond Counsel does note that compliance with certain Tax Requirements necessary to maintain the exclusion from gross income for federal income tax purposes of the interest on the Series 2020A Bonds may necessitate the taking of action, or refraining to take action, by persons not within the control of the Issuer or the College. The Issuer and the College have each covenanted to take the actions required of it for the interest on the Series 2020A Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Series 2020A Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel’s attention, may adversely affect the exclusion from gross income for federal income tax purposes of the interest paid or payable on the Series 2020A Bonds or the market value of the Series 2020A Bonds.

The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel’s legal judgment as to exclusion of interest on the Series 2020A Bonds from gross income for federal income tax purposes, but is not a guaranty of that conclusion. The opinion is not binding upon the Internal Revenue Service (“IRS”) or any court. Bond Counsel expresses no opinion about (1) the effect of future changes in the Code and the applicable regulations under the Code or (2) the interpretation and enforcement of the Code or such regulations by the IRS.

ALL PROSPECTIVE PURCHASERS OF THE SERIES 2020A BONDS AND/OR THE SERIES 2020B BONDS SHOULD CONSULT WITH THEIR TAX ADVISORS IN ORDER TO UNDERSTAND THE IMPLICATIONS OF THE CODE AS TO THE TAX CONSEQUENCES OF PURCHASING OR HOLDING THE SERIES 2020A BONDS AND/OR THE SERIES 2020B BONDS.

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Tax Requirements

The Tax Requirements referred to above, which must be complied with in order that interest on the Series 2020A Bonds remain excluded from gross income for federal income tax purposes, include, but are not limited to:

(1) The requirement that (a) all property financed or refinanced with proceeds of the Series 2020A Bonds be owned by a 501(c)(3) organization or by a state or local governmental unit, and (b) no more than five percent (5%) of the proceeds of the Series 2020A Bonds be used for any private business use, treating as private business use (i) use (directly or indirectly) in a trade or business carried on by any entity other than (A) a state or local governmental unit or (B) a Section 501(c)(3) organization in a trade or business related to such Section 501(c)(3) organization’s exempt purposes and (ii) possession of certain interests in the property financed or refinanced with proceeds of the Series 2020A Bonds by any entity other than (A) a state or local governmental unit or (B) a Section 501(c)(3) organization. The College has indicated in the Tax Regulatory Agreement that (x) all property financed or refinanced with proceeds of the Series 2020A Bonds will be owned by a 501(c)(3) organization or by a state or local governmental unit, and (y) no more than five percent (5%) of the proceeds of the Series 2020A Bonds will be used for any private business use.

(2) The requirement that not more than two percent (2%) of the proceeds of the Series

2020A Bonds be utilized to finance the costs of the issuance of the Series 2020A Bonds. The College has indicated in the Tax Regulatory Agreement that not more than two percent (2%) of the proceeds of the Series 2020A Bonds will be utilized to finance the costs of issuance of the Series 2020A Bonds.

(3) The requirements contained in Section 148 of the Code relating to arbitrage bonds,

including but not limited to the requirement that, unless the College satisfies one of the applicable exceptions provided by Section 148 of the Code, the excess of all amounts earned on the investment of the Gross Proceeds of the Series 2020A Bonds over that which would have been earned on such Gross Proceeds had such Gross Proceeds been invested at a Yield equal to that on the Series 2020A Bonds, and any investment income earned on such excess, be rebated to the United States. The College has agreed in the Tax Regulatory Agreement and in the Loan Agreement to comply with the requirements of Section 148 of the Code.

(4) The requirement that the Initial Project Facility not be used for a purpose prohibited

under Section 147(e) of the Code (relating to, among others, any airplane, skybox or other private luxury box, facility primarily used for gambling, or store, the principal business of which is the sale of alcoholic beverages for consumption off premises).

(5) The requirement contained in Section 149(b) of the Code that payment of principal

or interest on the Series 2020A Bonds not be directly or indirectly guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof).

Certain Collateral Federal Tax Consequences

You should also be advised that the Series 2020A Bonds are subject to, among others, the following provisions contained in the Code:

(1) interest on the Series 2020A Bonds may also be subject to a branch profits tax imposed upon certain foreign corporations doing business in the United States and to a federal tax imposed on excess net passive income of certain S corporations;

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(2) interest paid by certain financial institutions on debt allocable to the cost of acquiring and carrying the Series 2020A Bonds is not deductible from Federal income taxation; and

(3) a property and casualty insurance company’s deduction for losses incurred is

reduced by 15% on tax-exempt income received from the Series 2020A Bonds.

Prospective purchasers of the Series 2020A Bonds should also be aware that ownership of, accrual or receipt of interest on, or disposition of, the Series 2020A Bonds may have collateral federal income tax consequences for certain taxpayers, including financial institutions, property and casualty insurance companies, S Corporations, certain foreign corporations, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry such obligations. Prospective purchasers should consult their tax advisers as to any possible collateral consequences from their ownership of, or receipt of interest on, or disposition of, the Series 2020A Bonds. Bond Counsel expresses no opinion regarding any such collateral federal income tax consequences.

The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2020A Bonds. Bond Counsel will express no opinion regarding these consequences. Information Reporting and Backup Withholding

Interest paid on the Series 2020A Bonds and the Series 2020B Bonds will be subject to information reporting to the IRS in a manner similar to interest paid on taxable obligations. Although such reporting requirement does not, in and of itself, affect the excludability of interest on the Series 2020A Bonds from gross income for federal income tax purposes, such reporting requirement causes the payment of interest on the Series 2020A Bonds and the Series 2020B Bonds to be subject to backup withholding if such interest is paid to beneficial owners who (a) are not “exempt recipients,” and (b) either fail to provide certain identifying information (such as the beneficial owner’s taxpayer identification number) in the required manner or have been identified by the IRS as having failed to report all interest and dividends required to be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. Amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or credit against such beneficial owner’s federal income tax liability provided the required information is furnished to the IRS. Future Legislation or Other Post-Issuance Events

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authority and represents Bond Counsel’s judgment as to the proper treatment of the Series 2020A Bonds for federal income tax purposes. It is not binding on the IRS or the courts. Current and future legislative proposals, if enacted into law, or administrative actions or court decisions, at either the federal or state level, may cause interest on the Series 2020A Bonds to be subject, directly or indirectly, to federal income taxation or to be subjected to State or local income taxation, or otherwise have an adverse impact on the potential benefits of the exclusion from gross income of the interest on the Series 2020A Bonds for federal or state income tax purposes.

Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the New York State Legislature. Court proceedings may also be filed, the outcome of which could modify the tax treatment of the Series 2020A Bonds. There can be no assurance that legislation enacted or proposed or actions by a court after the date of issuance of the Series 2020A Bonds will not have an adverse effect on the tax status of the interest paid or payable on the Series 2020A Bonds or the market value or marketability of the Series 2020A Bonds. These adverse effects could result, for

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example, from changes to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), or repeal (or reduction in benefit) of the exclusion of the interest on the Series 2020A Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. The introduction or enactment of any such legislative proposals, administrative actions or court decisions may also affect, perhaps significantly, the value or marketability of the Series 2020A Bonds.

No representation is made as to the likelihood of such proposals being enacted in their current or similar form, or if enacted, the effective date of any such legislation and no assurances can be given that such proposals or amendments will not materially and adversely affect the market value or the marketability of the Series 2020A Bonds or the tax consequences of ownership of the Series 2020A Bonds. Similarly, it is not possible to predict whether any other legislative or administrative actions or court decisions having an adverse impact on the Federal or state income tax treatment of holders of the Series 2020A Bonds may occur.

Prospective purchasers of the Series 2020A Bonds should consult their own tax advisers regarding pending or proposed federal and state tax legislation and court proceedings, and prospective purchasers of the Series 2020A Bonds at other than their original issuance at the respective prices set indicated on the inside cover of this Official Statement should also consult their own tax advisers regarding other tax considerations, such as the consequences of market discount, as to which Bond Counsel expresses no opinion.

Bond Counsel’s engagement with respect to the Series 2020A Bonds and the Series 2020B Bonds ends with the issuance of the Series 2020A Bonds and the Series 2020B Bonds. Bond Counsel has not undertaken to advise in the future whether any events occurring after the date of issuance of the Series 2020A Bonds may affect the tax status of interest paid or payable on the Series 2020A Bonds.

Unless separately engaged for such purpose, Bond Counsel is not obligated to defend the Issuer or the owners of the Series 2020A Bonds regarding the tax status of the interest thereon in the event of an audit examination by the IRS. If the IRS does audit the Series 2020A Bonds, under current IRS procedures, the IRS will treat the Issuer as the taxpayer and the beneficial owners of the Series 2020A Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Issuer legitimately disagrees may not be practicable. Any action by the IRS, including but not limited to the selection of the Series 2020A Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may alter the market value for, or the marketability of, the Series 2020A Bonds, and may cause the Issuer, the College or the Bondholders to incur significant expense.

[Discount Series 2020A Bonds]

[The excess, if any, of the amount payable at maturity of any maturity of the Series 2020A Bonds purchased as part of the initial public offering over the issue price thereof constitutes original issue discount. The amount of original issue discount that has accrued and is properly allocable to an owner of any maturity of the Series 2020A Bonds with original issue discount (the “Discount Series 2020A Bonds”) will be excluded from gross income for purposes of federal income taxation to the same extent as interest on such Series 2020A Bonds. In general, the issue price of a maturity of the Series 2020A Bonds is the first price at which a substantial amount of the Series 2020A Bonds of that maturity was sold to the public (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and the amount of original issue discount accrues in accordance with a constant yield method based on the compounding of interest. A purchaser’s adjusted basis in a Discount Series 2020A Bond is increased by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Series 2020A Bond for purposes of federal income taxation. In addition, original issue discount that accrues in each year to an owner of a Discount

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Series 2020A Bond will be included in the calculation of the distribution requirements of certain regulated investment companies and may result in some of the collateral federal income tax consequences discussed above. Consequently, owners of any Discount Series 2020A Bond should be aware that the accrual of original issue discount in each year may result in an alternative minimum tax liability, additional distribution requirements or other collateral federal income tax consequences although the owner of such Discount Series 2020A Bond has not received cash attributable to such original issue discount in such year.]

[The accrual of original issue discount and its effect on the redemption, sale or other disposition of a Discount Series 2020A Bond that is subject to redemption prior to maturity or that is not purchased in the initial offering at the first price at which a substantial amount of such substantially identical Series 2020A Bonds is sold to the public may be determined according to rules that differ from those described above.]

[Prospective purchasers of Discount Series 2020A Bonds should consult their own tax advisors with respect to the determination for purposes of federal income taxation of the amount of original issue discount or interest properly accruable with respect to such Discount Series 2020A Bonds and with respect to state and local tax consequences of owning and disposing of Discount Series 2020A Bonds.]

[Premium Series 2020A Bonds]

[The excess, if any, of the tax adjusted basis of a maturity of any Series 2020A Bonds purchased as part of the initial public offering by a purchaser (other than a purchaser who holds such Series 2020A Bonds as inventory, stock in trade or for sale to customers in the ordinary course of business) over the amount payable at maturity is “bond premium.” Owners of a maturity of the Series 2020A Bonds with bond premium (a “Premium Series 2020A Bond”) will be subject to requirements under the Code relating to tax cost reduction associated with the amortization of bond premium and, under certain circumstances, the initial owner of a Premium Series 2020A Bond may realize taxable gain upon disposition of Premium Series 2020A Bonds even though sold or redeemed for an amount less than or equal to such owner’s original cost of acquiring such Premium Series 2020A Bonds. In general, bond premium is amortized over the term of a Premium Series 2020A Bond for Federal income tax purposes in accordance with constant yield principles based on the owner’s yield over the remaining term of such Premium Series 2020A Bond (or, in the case of a bond with bond premium callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such bond). The Owner of a Premium Series 2020A Bond is required to decrease such Owner’s adjusted basis in such Premium Series 2020A Bond by the amount of amortizable bond premium attributable to each taxable year such Premium Series 2020A Bond is held. The amortizable bond premium on such Premium Series 2020A Bond attributable to a taxable year is not deductible for federal income tax purposes; however, bond premium is treated as an offset to qualified stated interest received on such Premium Series 2020A Bond.]

[Prospective purchasers of any Premium Series 2020A Bond should consult their tax advisors with respect to the determination for purposes of federal income taxation of the treatment of bond premium upon the sale or other disposition of such Premium Series 2020A Bond and with respect to the state and local tax consequences of acquiring, owning and disposing of such Premium Series 2020A Bond.] New York State Taxes

Series 2020A Bonds: In the opinion of Bond Counsel, so long as interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes, interest on the Series 2020A Bonds is exempt, under existing law, from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York).

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Series 2020B Bonds: In the opinion of Bond Counsel, interest on the Series 2020B Bonds is not exempt under existing law from personal income taxes imposed by the State of New York or any political subdivision thereof (including the City of New York). Tax Risks - Loss of Federal Tax Exemption

As described above, interest on the Series 2020A Bonds may become subject to federal income taxation if certain events occur subsequent to the date of issuance of the Series 2020A Bonds that violate the requirements and limitations prescribed by the Code. Although the College has agreed not to violate the requirements and limitations of the Code, there can be no assurance that these events will not occur. If certain requirements are violated, the interest on the Series 2020A Bonds may be deemed to be taxable from the date of issuance. The Series 2020A Bonds are not subject to mandatory redemption or to mandatory acceleration in the event of such an occurrence. No premium or additional interest will be paid to the Bondholders or former Bondholders to compensate the Bondholders for any losses they may incur as a result of the interest on the Series 2020A Bonds becoming subject to federal income taxation. Form of Opinion of Bond Counsel

The form of the approving opinion of Bond Counsel with respect to the Series 2020 Bonds is attached hereto as Appendix D. See “PROPOSED FORM OF OPINION OF BOND COUNSEL” in APPENDIX D.

CERTAIN LEGAL MATTERS

Certain legal matters incident to the authorization, issuance and sale of the Series 2020 Bonds will be passed upon by Hodgson Russ LLP, Buffalo, New York, Bond Counsel, whose approving opinion will be printed on or delivered with the Series 2020 Bonds. Certain legal matters will be passed upon for the Issuer by Harris Beach PLLC, Buffalo, New York; for the College by Bond, Schoeneck & King, PLLC, Buffalo, New York; and for the Underwriter by Phillips Lytle LLP, Rochester, New York.

The various legal opinions to be delivered concurrently with the delivery of the Series 2020 Bonds express the professional judgment of the attorneys rendering the opinion as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or the future performance of the parties to the transaction. In addition, the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction.

CONTINUING DISCLOSURE UNDERTAKING

The Issuer has determined that no financial or operating data concerning the Issuer is material to any decision to purchase, hold or sell the Series 2020 Bonds and the Issuer will not provide any such information. In accordance with the requirement s of Rule 15c2-12 (the “Rule”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the College has undertaken all responsibilities for any continuing disclosure to Bondholders as provided below, and the Issuer shall have no liability with respect to such disclosures.

The College has covenanted in an undertaking (the “Undertaking”) for the benefit of Bondholders to provide certain financial information and operating data related to the College by not later than one hundred twenty (120) days after the close of each fiscal year, commencing with the fiscal year ending May 31, 2020 (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed with the Electronic Municipal Market Access (“EMMA”) system of the Municipal Securities Rulemaking Board (“MSRB”) or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. The specific nature of the information to be contained in the Annual Report or the notices of material events, and the circumstances under which changes to this continued disclosure undertaking may be made, are

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contained in the Undertaking. The undertaking has been made in order to assist the Underwriter in complying with the Rule. The form of the Undertaking is attached to this Official Statement as APPENDIX D - “FORM OF CONTINUING DISCLOSURE AGREEMENT.”

FINANCIAL STATEMENTS

The financial statements of the College as of May 31, 2018 and May 31, 2019, and for the years then ended, included in this Official Statement, have been audited by Lumsden & McCormick, LLP, the College’s independent auditors, as stated in their report appearing in APPENDIX B hereto. Lumsden & McCormick, LLP, have not been engaged to perform and have not performed, since the date of its report included in APPENDIX B, any procedures on the financial statements addressed in that report. Lumsden & McCormick, LLP also has not performed any procedures relating to this Official Statement.

The unaudited statement of activities and balance sheet of the College as of May 31, 2020 and for the year then ended are also included in APPENDIX A.

LITIGATION

The Issuer

There is no litigation of any nature pending or, to the knowledge of the Issuer, threatened against the Issuer at the date of this Official Statement to restrain or enjoin the issuance, sale, execution or delivery of the Series 2020 Bonds, or in any way contesting or affecting the validity of the Series 2020 Bonds, any proceedings of the Issuer taken with respect to the issuance or sale thereof, the pledge or application of any money or the security provided for the payment of the Series 2020 Bonds, or the existence or powers of the Issuer.

The College

There is no litigation of any nature pending or, to the knowledge of the College, threatened against the College at the date of this Official Statement which, if decided against the College: (i) would adversely affect the transactions contemplated by this Official Statement or the validity or enforceability of the Series 2020 Bonds, the Indenture, the Loan Agreement or any other agreement or instrument which is used or contemplated for use in the consummation of the transactions contemplated by this Official Statement or (ii) to the extent not covered by insurance would materially adversely affect the financial condition or operations of the College.

RATING

Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor's”) has assigned the rating of “BBB” to the Series 2020 Bonds with a stable outlook. Such rating and outlook reflects only the view of such organization, and an explanation of the significance of such rating and outlook may be obtained from Standard & Poor's. A rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating or outlook will continue for any given period of time or that the rating will not be revised downward or withdrawn entirely by the rating agency if in the judgment of such rating agency circumstances so warrant. Neither the Underwriter, the Issuer, nor the College has undertaken any responsibility either to bring to the attention of the holders of the Series 2020 Bonds any proposed change in or withdrawal of a rating or outlook of the Series 2020 Bonds or to oppose any such proposed change or withdrawal. A downward revision or withdrawal of such rating or revision of an outlook may have a substantial adverse effect on the market price of the Series 2020 Bonds in the secondary market.

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UNDERWRITING

The Series 2020 Bonds are being purchased by KeyBanc Capital Markets Inc. (the “Underwriter”) pursuant to a Bond Purchase Contract among the Underwriter, the Issuer and the College. The Underwriter has agreed to purchase the Series 2020 Bonds at an aggregate purchase price of $ (representing the principal amount of the Series 2020 Bonds, less original issue discount of $ and an Underwriter's discount of $ ). The Bond Purchase Contract provides, among other things, that the Underwriter will purchase all the Series 2020 Bonds, if any are purchased. The obligation of the Underwriter to pay for the Series 2020 Bonds is subject to certain terms and conditions set forth in the Bond Purchase Contract, including delivery of specified opinions of counsel and of a certificate of the College that there has been no material adverse change in its condition (financial or otherwise) from that set forth in this Official Statement. The Bond Purchase Contract also provides that the College will indemnify the Underwriter and the Issuer against losses, claims and liabilities arising out of any materially incorrect statement or information contained in or material information omitted from this Official Statement pertaining to the College. The initial public offering prices set forth on the inside front cover page of this Official Statement may be changed by the Underwriter from time to time without any requirement of prior notice. The Underwriter reserves the right to sell the Series 2020 Bonds to certain dealers and others at prices lower than those offered to the public.

The Series 2020 Bonds may be offered and sold to certain dealers (including the Underwriter) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriter.

The following paragraph has been provided by the Underwriter for inclusion herein. The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Underwriter and its affiliates may have provided, and may in the future provide, a variety of these services to the College and to persons and entities with relationships with the College, for which they may have received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and or instruments of the College (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the College. The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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CERTAIN RELATIONSHIPS AMONG THE PARTIES

The Underwriter is an affiliate of Key Government Finance, Inc. Key Government Finance, Inc. provides various financial services to the College and is also the current holder of the 2014 Bank Loan, the January 2020 Bank Loan and the July 2020 Bank Loan.

MISCELLANEOUS

So far as any statements made in this Official Statement involve matters of opinion or estimates, whether or not expressly stated, they are set forth as such and not as representations of fact, and no representation is made that any of such opinions or estimates will be realized. Neither this Official Statement nor any statement which may have been made orally or in writing with regard to the Series 2020 Bonds is to be construed as a contract with the holders of the Series 2020 Bonds.

The references herein to the Series 2020 Bonds, the Indenture, the Loan Agreement, the Pledge and Assignment, the Guaranty, the Intercreditor Agreement, and the Pledge and Security Agreement and the other financing documents are brief outlines of certain provisions thereof. Such outlines do not purport to be complete. For full and complete statements of such provisions, reference is made to the Indenture, the Loan Agreement, the Pledge and Assignment, the Guaranty, the Intercreditor Agreement and the Pledge and Security Agreement and the other financing documents, copies of which are available for inspection at the corporate trust office of the Trustee in New York, New York.

The agreement of the Issuer and the College with the owners of the Series 2020 Bonds is fully set forth in the Indenture, the Loan Agreement, the Pledge and Assignment, the Guaranty, the Intercreditor Agreement the Pledge and the Security Agreement and the other financing documents, and neither advertisements of the Series 2020 Bonds nor this Official Statement are to be construed as constituting an agreement with the owners of the Series 2020 Bonds. Statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as such and not as representations of facts.

The attached Appendices are integral parts of this Official Statement and should be read together with all foregoing statements.

This Official Statement has been duly authorized and approved by the College and Issuer and duly executed and delivered on its behalf by the officials signing below.


By: /s/ John Cappellino President and Chief Executive Officer


By: /s/ Name: Timothy Korn Title: Chief Financial Officer

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APPENDIX A

CERTAIN INFORMATION REGARDING D’YOUVILLE COLLEGE

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APPENDIX A


TABLE OF CONTENTS

I. Background and Overview .............................................................................................................. 3

A. History .................................................................................................................................... 3 B. Mission and Vision ................................................................................................................ 3 C. Strategic Plan ......................................................................................................................... 4

II. Departments and Programs .............................................................................................................. 6

A. Academic Programs and Degrees .......................................................................................... 6 B. Investments in Health Professions ......................................................................................... 8 C. Accreditation and Affiliations ................................................................................................ 9 D. Athletics ............................................................................................................................... 10

III. Governance .................................................................................................................................... 10

A. Board of Trustees ................................................................................................................. 10 B. Administration ..................................................................................................................... 11

IV. Faculty and Staff ............................................................................................................................ 17

A. Employees ............................................................................................................................ 17 B. Retirement Plans .................................................................................................................. 17 C. Property and Liability Insurance .......................................................................................... 17

V. Certain Operating Information ....................................................................................................... 18

A. Enrollment and Admission ................................................................................................... 18 B. Tuition, Fees and Financial Aid ........................................................................................... 19 C. Housing ................................................................................................................................ 20 D. Fundraising ........................................................................................................................... 20 E. Annual Budget and Financial Projection ............................................................................. 21

VI. Endowment .................................................................................................................................... 22

VII. Investments .................................................................................................................................... 24

VIII. Debt and Capital ............................................................................................................................ 24

A. Outstanding Indebtedness .................................................................................................... 24 B. Line of Credit ....................................................................................................................... 25

IX. Competition ................................................................................................................................... 26

X. Facilities ......................................................................................................................................... 26

A. Campus ................................................................................................................................. 26 B. Student Support Services ..................................................................................................... 28 C. Technology ........................................................................................................................... 28 D. Other Recent and Proposed Improvements to Capital Facilities .......................................... 29 E. Health Professions Hub ........................................................................................................ 29

XI. COVID-19 Response ..................................................................................................................... 31

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A. Returning to Campus............................................................................................................ 31 B. Housing Students ................................................................................................................. 31 C. Expectations for Classes ...................................................................................................... 32 D. International Students........................................................................................................... 33 E. COVID-19 Impact on D’Youville ....................................................................................... 33

XII. Financial Statements ...................................................................................................................... 34

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I. Background and Overview

A. History

D’Youville College (“D’Youville” or the “College”) is an independent institution of higher education that offers baccalaureate and graduate programs to students of all faiths, cultures, and backgrounds. Located in Buffalo, New York, D’Youville honors its Catholic heritage and the spirit of St. Marguerite D’Youville by providing academic, social, spiritual, and professional development in programs that emphasize leadership and service. D'Youville teaches students to contribute to the world community by leading compassionate, productive, and responsible lives.

Long known for their resourcefulness and astute business sense, St. Marguerite and the Grey Nuns were chosen in the mid-1700’s to become the administrators of Montreal’s foundering general hospital, which was in financial ruin. The sisters’ innovative fundraising efforts blossomed into a thriving commercial enterprise. They managed a bakery, a brewery, a windmill, and a farm. They rolled tobacco, fabricated and sold building products, and organized excursions for the public. As a result of their efforts, they not only restored the hospital, they expanded it, built a church, and in 1761, founded a home for abandoned children which was the first in North America.

The Grey Nuns came to Buffalo in August of 1857 when the economy had not yet recovered from the Panic of 1837, the cholera epidemic had left orphans and widows without basic necessities, and the political climate was unsteady. The College’s foundresses, the Grey Nuns, heeded the call to offer education to young women and laid the cornerstone of Holy Angels Academy, now the College’s Koessler Administration Building, on August 4, 1872. In 1908, the Grey Nuns built a new wing on Prospect Avenue and applied to the State Legislature for college charter. Despite opposition from those that believed women did not belong in higher education, the request was granted. In September 1908, nine young women formed the first freshman class, and D’Youville became the first college in Western New York to offer baccalaureate degrees to women.

From its saintly foundations to its contemporary innovations, D’Youville continues to transform the lives of students and build healthy thriving communities.

Today, the College educates all students in the liberal arts tradition, providing students with an interdisciplinary education strengthens skills in problem solving, critical thinking, collaboration, and written, visual, and oral communication. In the 2019-20 academic year, D’Youville served a total of 3,048 students earning bachelor’s, master’s and doctoral degrees in the arts, business, education, medicine, nursing, and the natural and physical sciences. In 2019, D’Youville was reclassified by the Carnegie Foundation among “Doctoral/Professional Universities.” D’Youville has received various accolades from U.S. News & World Report, having been most recently named in 2020 in the national rankings as one of the Top 100 Performers on Social Mobility. Additionally, D’Youville was reclassified by the Carnegie Commission on Higher Education from a regional college to National University rankings. In 2019, U.S News & World Report ranked D’Youville in the following categories: Best Nursing Schools, Doctor of Nursing Practice; Best Nursing Schools, Master’s; Best in Occupational Therapy; Best Online Bachelor’s Programs; Best Online MBA Programs; Best in Pharmacy; Best in Physical Therapy; Best in Physician Assistant Programs.

B. Mission and Vision

D'Youville will be known for its exciting teaching and learning atmosphere. The College will be providing students with expansive, flexible, and responsive programs, enhanced through collaboration with

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other institutions of higher learning. D'Youville will be preparing students — both traditional and nontraditional — for a fast-changing, technological, multicultural world.

The life of St. Marguerite D'Youville will be guiding the scope of offerings: health, human services, education, and management will be tied together with a strong foundation in the liberal arts and sciences.

C. Strategic Plan

In 2018, the College created its five-year strategic plan, “D’Youville Playbook: Creating a Compelling Future,” rooted in an adaptive planning framework. The College is leveraging its ability to build, affiliate and innovate to realize the following key priorities: (i) enriching educational excellence; (ii) enhancing the student experience; and (iii) expanding opportunity and building community. In addition to the three core priorities of the strategic plan, the College also has defined several “Moonshot” ideas (see below for more detail) that are bold and destined to achieve great impact on the world.

Initiatives for each priority were determined based on a set of criteria that must achieve all of the following: (i) delivers positive impact for students; (ii) supports D’Youville’s mission; (iii) contributes to enrollment and revenue growth; (iv) produces demonstrable and measurable results; and (v) adheres to the three- to five-year timeline (for priorities 1-3 only, not including “Moonshots”). It is the College’s goal that with the completion of the strategic plan, D’Youville will be on a course to realize institutional distinction, purposeful partnerships, student success, community renewal and shared prosperity.

Priority 1: Enriching Educational Excellence

Enriching educational excellence through rigorous academic programs tied to real world situations that allow students to experience new things and gain perspectives. Priority 1 initiatives include:

• Developing Robust Academic Programs • Updating General Education Program • Enhancing Student Learning Experience • Growing Student Enrollment and On-Time Degree Completion • Building Purposeful Community and Service Learning • Expanding the Capacity for Research and Scholarship at D’Youville

Priority 2: Enhancing the Student Experience

Enhancing the student experience through one-on-one attention received by each student from faculty mentors, academic advisors, financial solvers to career coaching that keeps students on the cutting edge of education and consequential personal development as engaged scholars and active civic leaders. Priority 2 initiatives include:

• Accelerating Ubiquitous Online Learning • Implementing a Work-College Model • Strengthening Spirited Recreational and Intercollegiate Athletic Programs • Growing an Integrated Network of Strategic Partnerships • Developing a Learning Commons • Creating a Positive Campus and Student Identity • Building an Advocacy Center

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Priority 3: Expanding Opportunity and Building Community

Expanding opportunity and building community by improving access to a quality education for many more people through multiple access points including online, onsite, off-site, at the worksite, and in small bites to best fit the diverse needs of today’s student and employers, while working closely with neighbors around shared experience to fix what is wrong, in order to a thriving, healthy community for all. Priority 3 initiatives include:

• Preserving Catholic Heritage • Expanding Community Engagement • Advancing Diversity, Equity & Inclusion • Developing K-12 Partnerships • Creating External Professional Development • Sponsoring Faculty & Staff Opportunity • Identifying New Forms of Revenue • Increasing Fundraising • Crafting a Campus Master Plan • Creating a Campus Mural and Public Art Plan • Adopting a Meals-On-Wheels Route • Coordinating a “Last Mile” Scholarship Fund

D’Youville “Moonshots”

Mounting ambitious, exploratory and ground-breaking projects that embody the unique identity (“brand”) of D’Youville and help to distinguish it from other local or comparable institutions of higher learning. “Moonshot” ideas include:

• Creating a D’You App • Building a Community-Based Health Professions Hub • Opening a Fit & Fun Recreation Center • Launching a Mobile Wellness Clinic • Introducing a Mobile Virtual Simulation and Healthcare Career Recruitment Center • Establishing a Veteran Resource Center • Creating an Arts, Performance & Media Center • Building a Student Union • Designing a Conference Center • Designing a Campus Green Space • Establishing an Entrepreneurial Center • Opening a Childcare Center • Establishing a West Side Laboratory • Becoming the Wellness Capital in the Region • Building a Community Impact Center in Haiti

The College’s Adaptive Strategic Planning Process allows the College to frequently evaluate the effectiveness of the Strategic Plan and modify objectives accordingly. D’Youville hosts yearly “Ideation Huddles” and invites all stakeholders to contribute to and weigh in on proposed initiatives through online “Drop Box Participation.” At the department level, employees devise tasks aligned to initiatives, which executive leadership use to allocate funding and resources. There are various review periods of the input

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from the D’Youville community; ultimately, following the assessment by the College’s leadership, priorities and initiatives are amended as necessary for the current year’s version of the Strategic Plan. This is a “living” process that is actively monitored by stakeholders at the College.

II. Departments and Programs

A. Academic Programs and Degrees

The College offers bachelor’s through doctorate and master’s level degree programs. The College’s academic programs are organized into the following four schools: School of Arts, Sciences and Education, School of Pharmacy, School of Health Professions, and School of Nursing.

Traditional Programs

The College offers:

Areas of Study: Degrees: 19 Majors 23 Bachelor’s

29 Structured Minors 10 Master’s 4 Schools 7 Doctoral, Professional

The following is a listing of the undergraduate baccalaureate degree programs offered by the

College:

Accounting (BS) Mathematics (BA, BS) ADVANCE Business Management (BS) Nursing (BSN) Biology (BA, BS) Nursing (BSN Completion for Registered Nurses, Business Management (BS)* RN-to-BSN)* (Accelerated RN) Chemistry (BS) Philosophy (BA) English (BA) Pre-Pharmacy (BS) Exercise and Sports Studies (BS) Psychology (BA) Health Analytics (BS) Public Health (BS) Health Services Management (BS) Religious Studies (BA) History (BA) Sociology (BA) Marketing (BS)* Spanish (BA) *Offered in-person and online

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The following is a listing of the graduate and professional degree programs offered by the College:

Master’s Degrees Business Administration (MBA)* Occupational Therapy (MS) Anatomy (MS) Physician Assistant (MS) Biology / Anatomy (MS) Clinical Mental Health (MS) Dietetics (MS) Family Nurse Practitioner (MSN) * Health Services Administration (MS) Psychiatric Mental Health Nurse Practitioner (MSN) Human Occupation / Occupational Therapy (MS) Nursing Education (MSN)* International Business (MS) Nursing Leadership & Quality Management (MSN)*

Doctoral / Professional Degrees Doctor of Chiropractic (DC) Doctor of Nursing Practice (DNP) Doctor of Education (EdD) Family Nurse Practitioner *

Educational Leadership Psychiatric Mental Health Nurse Practitioner Health Administration Family Nurse Practitioner Health Professions Education* Doctor of Physical Therapy (DPT)

Doctor of Pharmacy (PharmD) *Offered in-person and online.

The College also offers combined degree programs for the following areas of study:

• Accounting (BS) + International Business (MS), 5-Year • Biology (BA or BS) + Anatomy (MS), 5-Year • Dietetics (BS + MS), 5-Year • International Business (BS + MS), 5-Year • Occupational Therapy (BS + MS), 5-Year • Physician Assistant (BS + MS), 4.5-Year • Public Health (BS + MS), 5-Year

The College also offers dual and sequential degree programs for the following areas of study:

• Biology (BS) + Chiropractic (DC), 7-Year • Physical Therapy (DPT) + 3 (BS options), 6-Year

Post-baccalaureate certificates are also offered at the College for the following program and are registered with the State of New York: Clinical Research Associate, Family Nurse Practitioner*, Psychiatric Mental Health Nurse Practitioner, Health Services Administration*, Long-Term Care Administration*, Medical Ethics*, Nursing and Health-Related Professions, and Orthopedic Physical Therapy (*offered in-person and online).

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B. Investments in Health Professions

Interprofessional Education and Simulation Center

The Interprofessional Education and Simulation Center (the “Center”) is a learning experience for students majoring in eight healthcare professions at D'Youville, including the following:

The philosophy of the Center is to assure that healthcare graduates from the College can truly function on a holistic, integrated team focused on high-quality, patient-centered care. The goal of the Center is to assure that D'Youville graduates recognize the unique, complementary contributions of each member of the healthcare team.

The Center prepares students to work as part of a collaborative healthcare team in a simulated clinical setting, with skilled actors playing patients. The curriculum is designed by D'Youville faculty and emulates real-life patient scenarios, in a controlled environment. The actors follow scripts and with scenarios spanning the arc of care — from recovery to after-care and ongoing or developing complications. Skilled instructors guide students every step of the way.

The College’s faculty live stream the sessions so that students can view interaction with the patient, debrief as a group and share insights from different clinical perspectives. Discussions focus on building the kind of teamwork that a healthcare professional actually encounters on a regular basis. These sessions are offered in the spring and fall semesters.

The Center is funded by grants from J. Warren Perry and Charles Donald Perry Memorial Fund of the Community Foundation of Greater Buffalo. This grant supports innovative, sustainable projects that encourage institutional collaboration and benefit Western New York.

Health Professions Hub

The College began construction last September to develop the Health Professions Hub (the “Hub”), a strategic partnership with Catholic Health and the State of New York to address critical workforce needs.

Currently, the City of Buffalo is a health professional shortage area that is projected to demand an additional 10,000 required healthcare professionals by 2024. Training and giving skills to an underserved workforce is vital to helping grow the economy in impoverished neighborhoods. Nearly 50% have unmet healthcare needs on Buffalo’s West Side with one of the State’s highest chronic disease rates.

D’Youville is uniquely positioned due to its innovative educational offerings that allow it to upskill and upscale the health professions workforce and improve the health of the region. The goal of the Hub is to grow jobs, eliminate provider shortage, and create a living-wage ecosystem in the community. To focus on improving lives while reducing healthcare costs through community-based interdisciplinary clinical care and education.

Undergraduate Combined Nursing (BSN) Dietetics (BS+MS) Graduate Occupational Therapy (BS+MS) Family Nurse Practitioner (MS) Physician Assistant (BS+MS) Psychiatric Mental Health Nurse Practitioner (MS) Doctoral Occupational Therapy (MS) Chiropractic (DC) Family Nurse Practitioner (MS) Pharmacy (PharmD) Physical Therapy (DPT)

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The 58,000-square foot Hub on Buffalo’s West Side will provide: primary care, occupational therapy, physical therapy, a demonstration kitchen, and a pharmacy for the community; interprofessional simulation training; and, an educational pipeline to address workforce gaps. This is described later in Section X: Facilities.

The Hub will be akin to a teaching hospital, able to deliver clinical care in a diverse learning environment preparing learners and retraining professionals with skills for an evolving health delivery system. In addition, the Hub will offer community and home healthcare services with training using wrap-around interdisciplinary health teams. It is also anticipated to generate an educational pipeline to address workforce gaps and train 1,500 healthcare professionals annually, including nurses, physician assistants, pharmacists, occupational and physical therapists and dieticians. D’Youville’s ultimate goal is a dedicated focus on mitigating chronic illness by viewing the patient as a whole, not on an individual health concern basis.

It is the College’s goal that with the Hub it can broaden its educational offerings in order to serve various kinds of learners in their pursuit to be workforce ready. While the College currently offers bachelors, graduate and doctoral programming, it is exploring ways to effectively engage pre-collegiate learners through community opportunities, career coaching, mentoring and planning. From there, the College is investigating additional certificate programs as well as introducing associate degree programs. This plan is driven by engaging prospective students through multiple entry points for their academic endeavors.

C. Accreditation and Affiliations

The College is accredited by the Middle States Commission on Higher Education, a regional accrediting body recognized by the U.S. Secretary of Education and the Council for Higher Education Accreditation. D'Youville also has the following additional programmatic accreditation and certifications:

• The Department of Business has received specialized accreditation for its business programs through the International Accreditation Council for Business Education (IACBE).

• The Doctor of Chiropractic degree program is awarded programmatic accreditation by the Council on Chiropractic Education.

• D'Youville's Coordinated Program in Dietetics has been granted continuing accreditation by the Accreditation Council for Education in Nutrition and Dietetics of the Academy of Nutrition and Dietetics (ACEND). This is the American Dietetic Association's accrediting agency for education programs that prepare students for careers as registered dietitians. The five-year dietetic program (three-year pre-professional and two-year coordinated program) is also approved and registered by the New York State Education Department.

• The baccalaureate degree in nursing, the master degree, Doctor of Nursing Practice, and the post-graduate APRN certificate are accredited by the Commission on Collegiate Nursing Education.

• The occupational therapy degree program is fully approved and registered by the New York State Education Department. It is accredited by the Accreditation Council for Occupational Therapy Education (ACOTE) of the American Occupational Therapy Association (AOTA). You must graduate from an ACOTE-accredited program to be eligible to sit for the national certification examination administered by the National Board for Certification in Occupational Therapy (NBCOT).

• The School of Pharmacy's Doctor of Pharmacy program is accredited by the Accreditation Council for Pharmacy Education.

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• The Physician Assistant department is accredited by the Accreditation Review Commission on Education for the Physician Assistant (ARC-PA). It accredits programs nationally through a peer review process that includes documentation and periodic site visit evaluation. By defining the standards for Physician Assistant education, ARC-PA goals are to encourage sound educational practices and innovation by programs, and to stimulate continuous self-study and improvement.

• The Doctor of Physical Therapy program is registered by the New York State Department of Education. It is accredited by the Commission on Accreditation in Physical Therapy Education (CAPTE). This is the only accreditation agency recognized by the U.S. Department of Education and the Council for Higher Education Accreditation to accredit entry-level physical therapists at the master's and doctoral degree levels.

D. Athletics

D’Youville offers 15 sports and is now in provisional year one of the NCAA Division II membership process. This reclassification occurred on July 10, 2020 which transitioned the College from NCAA Division III membership. Due to this transition, the College is now a member of the East Coast Conference. Men’s varsity sports include baseball, basketball, cross country, soccer and volleyball. Women’s varsity sports include basketball, bowling, crew, cross country, lacrosse (North Eastern Athletic Conference or “NEAC”), rugby (club), soccer, softball, tennis and volleyball. Both men and women can participate in co-educational golf.

Along with the College’s membership transition, the College has completed a full athletic identity rebranding effort, and are now known as the “D’Youville Saints”. D’Youville athletics has received academic achievement awards with the AMCC such as the Institutional Peak Performer Award (highest percentage of student athletes over a 3.2 GPA of all conference members). The College’s Men’s basketball, Cross Country and Tennis programs have received the Team Peak Performer Award as well. The College’s athletic department is determined to offer a diverse experience to student-athletes to ensure that the student-athletes leave the College as compassionate leaders that never refuse to serve.

III. Governance

A. Board of Trustees

The Board of Trustees (the “Board”) is the governing body of the College. The Bylaws of the College (the “Bylaws”) require a Board of no fewer than 15 and no more than 25 full voting members. Board members serve three-year terms. The Board is currently comprised of 21 members. Members of the Board serve without pay or other compensation for Board service. The Executive Committee of the Board consists of the Chair and Vice Chair of the Board, the Chairs of the various standing committees, the President, and those trustees appointed by the Chair of the Board.

The Board holds its annual meeting each May at the call of the Chairperson. The majority of the entire Board of Trustees shall constitute a quorum. Members can be present or participating by telephone, videoconference or other technological means by which all trustees may hear each other, and the majority vote of those present or participating is sufficient for any decision except as specifically limited by the Bylaws of the College. The Board has full governance authority for the College. The Board elects its Chair, Vice Chair, and such other officers as it may from time to time require, performing such functions as the Board shall designate. The Board also elects the President. Further, the Board reviews the Catholic identity of the College, discusses the financial condition, future and action plans of the University, and approves

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the annual budget submitted by the President. The Governance Committee is responsible for the nomination of new Board members. In addition, there are several committees within the Board that meet throughout the year.

The following is a listing of the members of the Board for academic year 2020-2021, their current principal business or professional affiliation, and their year of appointment to the Board.

Member Date Joined Affiliation Jamel C. Perkins, Chairperson 2011 Sodexo Joseph J. Cozzo, Vice Chair 2017 President / CEO and Chairman of Buffalo Speech &

Hearing Center Dolores Prezyna EdD, '70, '14, Secretary 2017 Clinical Supervisor at SUNY Fredonia Charles (CJ) Urlaub 2012 President /CEO, Mercy Hospital Dr. Lorrie Clemo 2017 President, D'Youville College John Amershadian, Esq. 2012 Hodgson Russ LLP Robert Bennett 2016 Chancellor Emeritus, NYSED Gretchen Fierle 2015 - Vincent O. Hanley, Esq. 2019 Bond, Schoeneck & King, PLLC Mary Hoffman 2015 Director of Operations, Elderwood Timothy Kane 2013 Merrill Lynch / Kane, Fasanello Group Sister Julia Lanigan 2018 Grey Nun of Sacred Heart Sister Mary McCarrick 2015 Diocesan Director, Catholic Charities of Buffalo Dale McKim, III 2012 EVP / Chief Risk Officer, Evans Bank Colin McMahon, MD, CPE 2020 President / CEO, Dimensions of Internal Medicine and

Pediatric Care Stephen Mercurio 2015 President, The McGuire Group Carl J. Montante President & Managing Director, Uniland

Todd Potter 2020 Attorney Gary Quenneville 2013 Western New York District President, KeyBank Blair Severn 2018 Chairman and Co-Creator of Enabling Ideas Rev. Msgr. Robert Zapfel, STD 2020 Pastor, St. Leo the Great Church

B. Administration

The College is administered on a day-to-day basis by the President and her council. The President is appointed by the Board. The administrative officers are appointed by the President and serve at the pleasure of the President. The following is a listing of College officers and a brief biography of each.

Lorrie Clemo, PhD, President. President Clemo is the first lay president in the 108-year history of the College, and her inauguration was the first for the school in 38 years. Dr. Clemo has more than 25 years of experience teaching undergraduates, conducting research, and serving the community.

Before joining D'Youville, Dr. Clemo served most recently as provost and vice president of academic affairs for the State University of New York (SUNY) at Oswego. While at SUNY, she drove first-time initiatives and brought substantial recognition to the university, as well as built strategies crucial to improvements in student learning and career opportunities, funding, faculty development, international student engagement, and program innovation.

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As president, Dr. Clemo has advanced D’Youville’s time-tested mission of providing academic, social, spiritual, and professional development in programs that emphasize leadership and service. A proponent of highly-collaborative environments and partnerships promoting quality in teaching and landmark educational opportunities, Dr. Clemo has driven timely change and executed critical initiatives since her appointment as President of D’Youville in 2017, transforming the university on all levels. The strategic initiatives have resulted in significant improvements in academic excellent, student success, and community partnerships. Most notable include the complete accreditation of all 25 accredited professional programs without findings, the Carnegie reclassification of D’Youville from a regional college to a “National University” designation by the Carnegie Commission, increased student retention and completion rates, added more than 25 new academic programs, and developed 15 new online programs. Driven to provide relevant higher educational opportunities to students, Dr. Clemo has spearheaded the design of a new general education curriculum and campus-wide assessment to ensure continuous improvement in academic excellence and student performance. She has worked to develop a Master Plan that has to date invested more than $12 million in infrastructure improvements including classroom, laboratory and technology upgrades, office and student service center one-stop centers, and raised more than $20 million to support the construction of the Health Professions Hub, a community health and education center which is the first of its kind in the country. She has also led the reclassification of the athletic program from NCAA Division III to Division II.

Throughout her career she has built programs to benefit faculty and students, with enhancements including business co-op partnerships, international education and research, internships, expanded STEM programs, and new graduate degree and certificate programs, in addition to grant-writing incentives and faculty development opportunities. Dr. Clemo’s involvement with student-centric offerings extends to the inception, development, and launch of the international Global Laboratory Program, a STEM research abroad opportunity created with alliances among institutions in South and Central America, Europe, Africa, and Asia.

Dr. Clemo has held numerous leadership appointments, including Council of Independent Colleges Board of Directors, Kaleida Health Board of Directors, Buffalo Niagara Partnership Board of Directors, President of the NCAA Faculty Athletics Representative Association, NCAA President’s Advisory Group Member, Vice Chair of the New York State Sea Grant Institute’s Executive Committee and Board of Governors, World Association of Cooperative Education Board, American Council on Education Executive Board, Council of Fellows Board and Finance & Development Committee, and On Point for College Executive Board. Dr. Clemo is the recipient of the David Knight Leadership Award from the National Collegiate Athletic Association, Dream Maker Award and Campus Angel Award from On Point for College, the Pac-Asia Educator Excellence Award, Community Leadership Award from the New York Turkish Cultural Society, and the Outstanding Faculty Award from the Non-Traditional Student Association at SUNY Oswego. Among other distinctions, Dr. Clemo has published a significant body of work on classroom learning, diversity, civic participation, and other topics. She has lectured at the NCAA Leadership Conference, National Science Foundation, American Colleges & Universities Annual Meeting, and other educational and athletic conferences.

Dr. Clemo has been the principal investigator or co-principal investigator for more than $12 million of funding from the U.S. Department of Education, National Science Foundation, and various other foundations.

Dr. Clemo earned both her PhD in Political Science and Master of Arts in Political Science, Public Administration and Policy Analysis, from Binghamton University in Binghamton, New York. She earned a Bachelor of Arts in Political Science from LeMoyne College in Syracuse, New York. She and her husband live in Buffalo, New York and have four grown children.

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Joggeshwar (Jogy) Das Vice President for Institutional Effectiveness and Planning. Since joining D’Youville as the Vice President for Institutional Effectiveness and Planning in September of 2017. Das provides leadership for assessment, planning, resources, and accreditation. Joggeshwar (Jogy) Das has strived to advance the mission and vision of the College, leading many initiatives aimed to strengthen student support services; nurture faculty and staff development, collaboration, and shared governance; increase enrollment and retention; fortify assessment and accreditation processes; and advance the College’s reputation and recognition.

In addition to serving on the President’s Council, Mr. Das oversees the Student Support Center, the Institute for Teaching Innovation, and the offices of Assessment, Institutional Research, and Professional Development. He also serves as co-chair on both the Strategic Planning Committee and the Steering Committee of the Middle States Self-Study.

To strengthen student support services, Mr. Das superintended the reorganization of disparate student support services into a one-of-a-kind centralized Student Success Center, which includes Academic Advisement, Career & Professional Engagement, the Career Discovery academic program, Support and Advocacy (retention services), and Transfer Services. He was integral in the acquisition and implementation of D’Youville’s new EAB software that identifies at-risk students early-on so that advisors and instructors can provide necessary interventions and help students succeed.

To nurture faculty and staff development, Mr. Das started the inaugural Institute for Teaching Innovation, which is responsible for providing professional development in response to and in anticipation of faculty’s needs.

To increase enrollment and retention, Mr. Das directed the development of new programs and school partnerships (both K-12 and college pathways, regionally and internationally). He also played a key role in providing a platform for faculty to create a shared governance model and transform the pre-existing Faculty Council into a full-fledged Faculty Senate.

To fortify assessment and accreditation processes, Mr. Das has supervised the successful accreditation of all D’Youville’s professional programs, including Business, Chemistry, Chiropractic, Dietetics, Nursing, Occupational Therapy, Pharmacy, Physical Therapy, and Physician’s Assistant. Most notably, Mr. Das’s leadership has ensured that D’Youville has remained in full compliance with the Middle States Commission on Higher Education, which in the past had required the College to provide frequent follow-up reports. Due to his high expectations and strategic guidance, D’Youville is in full compliance with all of its accreditations without any conditions or concerns. With Mr. Das leading the campus as a co-chair on the Steering Committee for the upcoming Middle States Self-Study, D’Youville is confident this trend will continue. To support the assessment of student learning, Mr. Das acquired Watermark Via, a software system that connects to the College’s learning management system Canvas, allowing real-time aggregation of students’ attainment of learning outcomes for both general-education and major programs.

To advance the D’Youville’s reputation and recognition, Mr. Das, as co-chair of the Strategic Planning Committee, initiated and led the development, implementation, and assessment of the unique adaptive strategic planning process. The new Adaptive Strategic Plan is inclusive of all institutional stakeholders, and it involves ideation huddles; a Playbook that explains the process and describes the strategic priorities and initiatives; a Dropbox for gathering suggestions for improvements and contributions to the plan; guided workshops for developing departmental and individual task to advance the priorities and initiatives; and Moonshots (ambitious, exploratory and ground-breaking projects that do not fit neatly into the main priorities). Mr. Das has headed numerous initiatives to enhance community collaborations and partnerships including D’YouWorks, Hackathons, and Buffalearn. Moreover, Mr. Das has focused on increasing D’Youville’s national rankings by organizations such as US News and World Report and

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Business First. Due to his efforts, the Carnegie Commission on Higher Education recently re-classified the College into the Doctoral/Professional Universities category.

Prior to joining D’Youville, Das served as Associate Dean in the School of Education for the State University of New York at Oswego, helping the school achieve national recognition for teacher preparation programs improving upon college professional associations and national accreditation.

Prior to SUNY Oswego, Das spent 25 years at Ohio State University, serving in multiple positions including Assistant Director of Undergraduate Programs at the Fisher College of Business School, Director of Undergraduate and Graduate services, and Manager for Quality Data Reporting for the College of Education.

Das holds an ABD from Ohio State in Anthropology and has two master’s degrees, an MA in Anthropology from Ohio State University and an MSc from the University of Delhi along with a BSc in Anthropology from the University of Delhi.

Jeremiah Grabowski, Dean of Online Learning. Jeremiah Grabowski joined D’Youville as the Dean of Online Learning in September 2017. At D'Youville, his primary responsibility is to expand the institution’s academic mission through online learning.

Prior to joining D’Youville, he held related online learning positions at the University at Buffalo and Trocaire College. His background is in instructional design, online education, educational technology, and faculty development.

In addition to his duties at D'Youville, he is an adjunct faculty member at the State University of New York at Buffalo’s Graduate School of Education teaching courses in online pedagogy and instructional design. Jeremiah holds a PhD in Curriculum, Instruction, and the Science of Learning from the University at Buffalo. His research interests include examining how faculty can integrate gamification, which is the use of game design elements in non-game settings, into the design of online courses.

A graduate of University at Buffalo, Jeremiah earned his BS in Business Administration in May 2004. He then obtained his Masters in Instructional Design and Development in 2007 from the University of Georgia. He progressed with a Certificate in Distance Education in System Planning and Management in 2008 from Indiana University. Finally, Jeremiah earned his PhD in Curriculum, Instruction, and the Science of Learning from the University at Buffalo. His research interests include examining how faculty can integrate gamification, which is the use of game design elements in non-game settings, into the design of online courses.

Timothy Korn, Chief Financial Officer. Tim was hired as the Assistant Vice President of Finance in December of 2016. After being promoted in November of 2019 to College’s Chief Financial Officer, Tim loves making a difference in the financial results and viability of the College. As a financial leader, Tim creates a workplace where people enjoy their careers and are excited to be a part of the finances. Tim serves as a conduit between financial challenges and eventual solutions. Tim also curiously connects with colleagues to discover their processes, motivations, and inspirations in order to provide timely, vital and digestible information that allows them to make course corrections when needed.

Upon Tim’s arrival to the College, Tim reconstructed the Financial Affairs department, which consists of the Business Office, Purchasing, Student Accounts and Payroll. He deployed the correct amount of personnel and new work processes in order to better streamline timely financial reporting. Tim implemented key software’s to create efficiencies in data preparation through real-time data gathering. Tim also assisted in the New York State Tax Credit program that brought in helped to secure $3.5 million dollars

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of funding to the College. Finally, Tim redesigned and refreshed Board reporting package to provide consistent and periodic updates of the College’s finances with enhanced detail and timeliness.

Tim was previously a Manager of Assurance Services at Dopkins & Company, LLP since 2004. Working in a variety of industries including not-for-profits, manufacturing, healthcare and employee benefits plans, he managed multiple audit teams performing in-field engagements and monitored client expectations of key deliverables. Tim also prepared and presented financial statements and management recommendations to audit committees, boards, and senior level management. Tim holds his Bachelors of Science in Accounting from Canisius College and is a Certified Public Accountant in the State of New York. Tim is also an active member with the American Institute of Certified Public Accountants.

Nathan Marton, Vice President for Operations. As Vice President for Operations, Nathan Marton provides leadership and oversight in the areas of facilities management and capital planning, and campus safety.

Nathan began his career as a structural engineer working for Cannon Design, an international multi-disciplinary building design and construction management firm. At Cannon, he transitioned to working on strategic marketing, business development, and project management for the company. After leaving Cannon, he served over eight years as the Director of Operations at Medaille College overseeing key operational aspects of the college, similar to his work at D’Youville.

In addition to the operational oversight, Nathan has led the planning, design and construction of major capital projects, including the Dobson Field and Athletic Complex, the Dr. Charles and Mary Schweitzer Bauer School of Arts, Sciences and Education and the Health Professions Hub, currently under construction. In addition to his role in the construction of the Hub, he led several financing initiatives helping to secure both New Market Tax Credit and Brownfield Tax Credit funding for the project. Nathan is also heavily involved with key campus contracts, including the ideation, preparation and negotiation for D’Youville’s campus transportation, food service, custodial and maintenance and construction providers and most recently with the health care providers that will operate within the Hub facility.

Nathan holds a bachelor’s in Architectural Engineering from the Pennsylvania State University and

a master’s in Business Administration from the State University of New York at Buffalo.

Pamela Say, Vice President for Institutional Advancement. Pamela Say joined D’Youville as the Vice President for Institutional Advancement in July 2019 with two decades of experience and training in fundraising and communications. She is responsible for the strategic direction and implementation of all institutional fundraising programs, including major gifts, corporate/foundation support, alumni and donor relations, and the cultivation and stewardship of current and prospective benefactors, and oversees the Departments of Admissions, and Marketing and Communications, as well as the Kavinoky Theatre.

Pamela is a nationally-published author and speaker. Her three books include a novel, "Hope Rising," a children's book, "Chuck and Spark Explore the Park," and an industry book, "Five Strategies to Increase Annual Fund Revenue." She frequently writes, speaks, and teaches classes and conference sessions on topics related to communications, fundraising, leadership, and life. She has offered keynote speeches or acted as session speaker at more than 40 conferences throughout the country.

Pamela is a 2017 graduate of SUNY Empire State College with a master’s degree in business and in 2019 will be awarded the school's Emerging Leader Award out of more than 80,000 alumni. She is a 2001 graduate of St. Bonaventure University with a Bachelor of Arts degree in journalism and mass communication.

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Mimi Harris Steadman, EdD., Vice President for Academic Affairs. Mimi Steadman joined D’Youville as the Vice President for Academic Affairs in September 2017. As the Chief Academic Officer, she provides mission-focused leadership for academic programs and planning, and supports teaching, scholarship, and student success.

At D’Youville, Mimi lead the design and implementation of a new general education curriculum, a new First Year Experience Course and a campus Common Read program. As part of initiatives to streamline services and enhance student success, she worked with other VPs to facilitate the transition of a traditional registrar’s office to a new Solutions Center that unifies financial aid, student accounts and registration services in location. She revised the academic calendar to maximize efficiency, while still accommodating eight-week courses and more common meeting time for faculty and students. A new Academic Master Plan, developed in 2019, improved course and curriculum efficiency and streamlined the new academic program development process. Mimi worked closely with the Dean of Online Learning to add distance learning modality to existing programs. Since 2019, some two dozen new programs or program revisions have been submitted to New York State with still others in development. In the area of human resources, she revised the faculty hiring process to ensure inclusiveness, enhanced professional development for department chairs, and hired and onboarded two new deans, an interim dean, and an Assistant Vice President for Academic Affairs. In 2019, she launched a new faculty administrative fellows program to prepare faculty for leadership roles.

Prior to joining D’Youville, Mimi served as the Associate Vice President for Institutional Effectiveness in the Division of Academic Affairs at Daemen College. She opened Daemen’s Center for Excellence in Teaching & Learning, taught in the first year seminar, and served as Project Director for a $2 Million US Department of Education Title III Strengthening Institutions grant which improved retention and graduation rates. Mimi served as the founding president of the Assessment Network of New York (ANNY), and is co-author, with K. Patricia Cross, of Classroom Research: Implementing the Scholarship of Teaching.

A graduate of Cornell University, Mimi earned a Master of Science from the University of Rhode Island and a doctorate in Higher Education Administration from the University of California, Berkeley.

Benjamin Grant (BG), Chief Student Affairs Officer. Benjamin Grant has over 15 years of educating and empowering students to become active, engaged, and responsible members of our global society. His most previous role before joining D’Youville was at Manhattanville College where he served as the Associate Dean of Students overseeing housing, residence life, assessment, and conduct. Mr. Grant’s time in higher education has been split between both public and private institutions, large and small.

During his time at D’Youville he has been able to advise the Student Government Association through a constitutional rebuild, has created the Office of Student Engagement which is a hybrid model that combines both student housing and involvement, has started partnerships with both clothing and food providers to establish an advocacy center on campus, created and led a summer COVID-19 resiliency program, and helped introduce a new campus identity that includes living mascots.

A graduate of Paul Smith’s College, BG earned his bachelors of professional studies in Culinary Art & Service Management and then proceeded to earn his masters of college student personnel administration at SUNY College at Buffalo in May of 2010.

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IV. Faculty and Staff

A. Employees

Academic Year

Full-Time Faculty

Part-Time Faculty

Percent Tenured1

Full-Time Staff

Part-Time Staff

Total Employees

2019-20 179 184 44% 218 65 646 2018-19 186 150 27% 235 44 615 2017-18 193 106 24% 218 21 536 2016-17 188 116 31% 218 37 557 2015-16 185 109 26% 216 33 555

1Based on reported information from the Integrated Postsecondary Education Data System; percentage tenured reflects count of full-time faculty with tenure or tenure track.

For the 2018-19 academic year, the student-faculty ratio was 10:1. Faculty serving during the 2019-20 academic year had an average length of service of ten years (excluding new hires) and the average age of faculty at the College is 50 years old.

Faculty retention over the most recent five-year period averaged 87.5% and 93.0% of the full-time faculty teaching in Fall 2018 returned to teach in Fall 2019.

B. Retirement Plans

The College maintains contributory, defined-contribution pension plans (the “Plans”) covering substantially all employees through two service providers (TIAA- CREF and VALIC/AIG). The College contributes an amount ranging from 3% to 7% of an eligible employee’s compensation, with the percentage dependent on the employee’s contribution percentage. The College contributed $2,050,503 and $1,705,184 to the Plans for the years ended May 31, 2019 and 2018. The College’s policy is to fund retirement plan costs as accrued.

C. Property and Liability Insurance

The College maintains comprehensive insurance coverage on its assets. Buildings, other real property, and equipment are insured on a replacement cost value basis with a $5,000 deductible on buildings, contents, and equipment. For the current policy year, campus buildings and business personal property are insured for a blanket, aggregate amount of $177 million.

Business interruption insurance that protects the College against loss of income is carried up to the full policy limit of $13.2 million.

Personal injury and property damage liability coverage is provided under a comprehensive general liability policy with loss limits of $1 million per occurrence and an incremental umbrella policy with aggregate loss limits of $20 million. These policies are considered by the College to be similar to those carried by similar universities and businesses.

Employment Practices Liability is also carried with loss limits of $10 million per occurrence and an incremental umbrella policy with aggregate loss limits of $10 million.

Cyber coverage insurance is carried for a $1 million aggregate limit.

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V. Certain Operating Information

A. Enrollment and Admission

Certain operating data of the College, including headcount, full-time equivalent, applications and enrollment data for academic years 2015-2016 through 2019-2020, are summarized in the table below: Fall Semester 2015 2016 2017 2018 2019Head Count Undergraduate 1,815 1,716 1,735 1,699 1,609 Graduate 506 692 754 815 942 Professional 588 557 532 531 497 Total Headcount 2,909 2,965 3,021 3,045 3,048 Full-Time Equivalent (FTE) Undergraduate 1,551 1,461 1,442 1,408 1,322 Graduate 395 513 505 512 584 Professional 527 552 529 526 492 Total FTE 2,474 2,526 2,476 2,446 2,399 Applications and Enrollment Data Traditional Undergraduate Division Applications Received 1,216 1,218 1,643 1,485 1,448 Applications Accepted 854 763 1,491 1,276 1,262

% Accepted 70% 82% 97% 86% 87% Enrolled 241 241 277 254 224

% Enrolled 28% 32% 19% 20% 18% Mean SAT Score* 1052 1019 1103 1119 1105 Mean ACT Score 23 23 23 23 22 First to Second Year Retention Rate 78% 81% 79% 77% 81% Transfer Students Applications Received 464 947 514 761 744 Applications Accepted 451 457 441 356 371 Enrolled 226 237 228 162 167 Graduate & Professional ** Applications Received N/A 682 791 682 717 Applications Accepted N/A 481 540 448 610 Enrolled 292 255 291 259 296 * SAT Methodology changed in 2017; however, all scores reported out of 1600 to reflect Math and Reading section scoring. ** Combines in-person and online cohorts.

Total headcount enrollment in Fall 2019 was 3,048 whereas total headcount enrollment in Fall 2015 was 2,909, a 4.8% increase during the period. During the 2019-2020 Academic Year, the College served 1,179 and 430 full-time and part-time undergraduate students, respectively (determined on the basis of 12-month total headcount). This compares to 1,419 and 396 full-time and part-time students during the 2015-2016 Academic Year. The student population represents 26 states and 12 countries. A breakdown of major geographic concentration for the College’s undergraduate and graduate student body for Fall 2019 is as follows:

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New York 86% Northeast 3% Other U.S. 4% International 7%

Based on preliminary results through August 6, 2020, the College presently anticipates that total headcount enrollment for Fall 2020 is projected to be approximately 2,850 students compared to 3,048 in Fall of 2019 and total full-time equivalent enrollment for Fall 2020 is projected to be approximately 2,292 students compared to 2,265 in Fall of 2019. The total new student enrollment consists of 613 students projected for Fall 2020 compared to 612 students in Fall of 2019.

B. Tuition, Fees and Financial Aid

The following table summarizes the College’s annual costs of tuition, room and board, and fees for the last five academic years, as well as changes established for 2020-2021:

Undergraduate Tuition, Room and Board (full year) 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 Tuition $23,900 $24,740 $25,240 $26,123 $27,040 $27,986 Room & Board 11,180 11,570 11,808 12,221 12,652 13,095 Total Tuition and Room and Board(1)

$35,080

$36,310

$37,048

$38,344

$39,692

$41,081

Graduate Tuition (2) Tuition (on per credit hour basis) $880 $910 $928 $961 $994 $1,029 Tuition (per semester, full time) $7,920 $8,190 $8,352 $8,649 $8,946 $9,261

(1) Students are charged incremental fees for specific services or courses but they are not included in this schedule. (2) Billed to students on a per credit hour basis. Full-time graduate assumes 9 credit hours per semester

The following table summarizes the College’s total gross tuition, financial aid, and net tuition

revenue for the last five fiscal years:

(Dollars in Thousands) 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20*

(unaudited) Student tuition and fees $65,892 $65,775 $69,035 $71,012 $72,968 $72,969

Less: Scholarships and grants (16,388) (16,077) (17,008) (17,466) (17,974) (18,718) Net tuition and fees $49,504 $49,698 $52,027 $53,546 $54,994 $54,251

Tuition Discount (%) 24.9% 24.4% 24.6% 24.6% 24.6% 25.7% *Unaudited, internally prepared.

For Fall 2019, approximately 35% of students are the first generation in their families to attend college and 42% of students are from families with household incomes below $40,000. In addition, for fiscal year 19-20, 42% of its incoming class were from families who qualified for the Federal Pell Grant. Some form of aid is given to 81% of the College’s undergraduate students.

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(Dollars in Thousands)

2014-15 2015-16 2016-17 2017-18 2018-19 2019-20* (unaudited)

Financial Aid Source Institutional $16,387 $16,077 $17,008 $17,466 $17,974 $18,718 Federal 36,964 36,264 38,369 39,260 39,313 38,927 State 1,984 1,947 2,054 2,077 2,003 1,923

Total Financial Aid $55,335 $54,288 $57,431 $58,803 $59,890 $59,568 *Unaudited, internally prepared.

C. Housing

The following table presents the College’s historical and current student housing supply and demand:

2014-2015 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020

Beds (capacity) 430 432 433 433 412 433 Beds (demand)* 346 350 346 294 290 290 Demand % 80.5% 81.0% 80.5% 67.7% 70.4% 66.9% *Demand is average of Fall and Spring semester occupancy.

The College offers two housing options, Marguerite Hall and 222 Connecticut Apartment Complex.

Marguerite Hall is a twelve-story co-educational residence for first- and second-year students with capacity of 308 beds; will downsize to 230 in Fall 2020 to accommodate social distancing. 222 Connecticut Apartment Complex is a four-story facility with a capacity of 163 beds; will downsize to 158 in Fall 2020 to accommodate social distancing. While the College has historically not housed a large percentage of its students on campus, demand for housing for Fall 2020 has kept pace with the prior year in light of COVID-19, demonstrating that the College’s student programs and on campus student centered initiatives have supported the number of students that want to live on campus over the last five years. Also new for fiscal year 2020-21, the College is requiring mandatory housing for all incoming freshman athletes, and freshman students in Physician Assistant and Occupational Therapy programs.

D. Fundraising

The College annually solicits gifts, grants, and bequests for both current operating purposes and other institutional priorities. Sources of support include alumni, parents, friends, private foundations, and corporations. The following table includes the unrestricted contributions which consist of gifts, grants, and bequests received by the College for the last five fiscal years.

2015 2016 2017 2018 2019 2020**

Unrestricted Contributions *

$253,686

$454,641

$411,909

$1,058,550

$1,208,229

$1,291,629

*Inclusive of cash, stock, gifts-in-kind, estate commitments. ** Unaudited, internally prepared.

The College has been the beneficiary of substantial gifts and grants from national and local foundations as well as corporate donors to support capital projects, new programs, and current operations. Operating Expenditures

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The College completed its last capital campaign, The D’Youville Campaign, in 2017, exceeding its $20.0 million goal. The campaign contributed to the partial funding the following campus projects:

• Dr. Charles and Mary Schweitzer Bauer School of Arts, Sciences and Education Building; • Acquisition and renovation of Dobson Field; • Roche Center for Mission Integration; and, • Student Support and Scholarship.

The College is now underway with its $26.9 million campaign for the Health Professions Hub which

is anticipated to be funded with a variety of sources including charitable donations from individuals and foundations. To-date, over $2 million has been raised in the form of private gifts with $4.9 million left to raise. The capital campaign will continue to run in Fall of 20-21 and throughout the construction of the Hub until the College’s goal is met. Institutional donors that have expressed support for the Hub include McDonald Foundation, First Niagara, Foundation, Cummings Foundation, Mother Cabrini Health Foundation and George Alden Trust.

There can be no assurance that the total amount of gifts, grants, and bequests received by the College will remain stable or increase in the future. Future economic and other conditions, and actions by the federal government, including changes in regulations affecting the tax treatment of such contributions, may affect the level of giving in the future.

The College has a network of over 21,000 living alumni of which 3,700 live in Canada. The College’s current alumni participation rate is 5%.

E. Annual Budget and Financial Projection

The College’s change in net assets without donor restrictions for the Fiscal Year Ending May 31, 2021 is budgeted at $640,669, reflecting enrollment revenue growth, fundraising revenue at the annual strategic level, and continued operating expense investments in new programs.

The projection for the Fiscal Year Ended May 31, 2020, and the budget for the Fiscal Year ending May 31, 2021, reflect the College’s modest improvement in net tuition revenue and expense controls.

The following table presents the College’s operating budget for Fiscal Year 2020-21, along with comparative results. Results for Fiscal Year 2019-2020 are unaudited, internally prepared projections.

Operating Revenue Proposed Budget 2020-21

Adjusted Budget 2019-20

Difference

Student Tuition & Fees $ 76,089,359 $ 74,432,715 $ 1,656,644 Less: Scholarships & Grants (17,171,335) (16,785,865) (385,470) Net Tuition & Fees $ 58,918,024 $ 57,646,850 $ 1,271,174

- Contributions 1,200,000 800,872 399,128 Government grants and appropriations 330,000 327,000 3,000 Interest, dividends & endowment income 1,208,000 1,200,000 8,000 Auxiliary enterprises, net of discounts 4,119,361 3,658,146 461,215 Other 903,000 1,057,979 (154,979) Total Operating Revenues $ 66,678,385 $ 64,690,847 $ 1,987,538

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Salaries 30,582,231 31,515,133 (932,902) Fringe benefits 8,817,140 8,733,800 83,340

Total Salaries & Fringes $ 39,399,371 $ 40,248,933 $ (849,563) Contractual services 9,854,256 8,799,375 1,054,881 Advertising & marketing 694,250 651,785 42,465 Utilities 1,087,400 933,000 154,400 Technology 2,864,617 2,530,892 333,725 Minor equipment 131,658 209,409 (77,751) Travel & professional development 1,020,744 1,120,176 (99,432) Meals & supplies 1,137,460 1,066,152 71,308 Printing & photocopy 263,984 260,330 3,653 Bad debts 118,000 105,000 13,000 Insurance 828,120 924,800 (96,680) Depreciation 3,700,000 3,400,000 300,000 Debt service - Interest 1,850,000 1,163,000 687,000 Other: 3,087,856 2,850,344 237,512

Accreditation 116,713 127,531 (10,818) Maintenance 15,000 - 15,000 Fundraising events 2,500 2,000 500 International study abroad 160,000 160,000 - Library materials 243,523 218,642 24,881 Memberships 307,191 287,860 19,331 Other 267,250 312,000 (44,750) Postage 103,965 105,541 (1,576) Research 168,000 159,950 8,050 Recruiting & rentals 141,650 132,740 8,910 Student activities & college events 1,361,350 1,155,810 205,540 Telephone 225,300 281,987 (56,687) Institutional improvement 500,000 348,925 151,075 Transfers to fixed assets (524,586) (448,528) (76,058)

Total Operating Expenditures $ 66,037,716 $ 64,263,196 $ 1,774,520 Operating Surplus $ 640,669 $ 427,651 $ 213,018

VI. Endowment

The primary financial objective of the College’s investment portfolio is to provide a sustainable level of revenue distribution in support of the College’s operating budget while preserving the purchasing power of the remaining investment assets by providing a real rate of return in excess of the rate of inflation. It is the overall objective of the College to maximize long-term investment returns within prudent limitations for each particular pool of investment assets. The College retains Courier Capital, LLC as its endowment investment advisor since 2006. The endowment includes both donor-restricted endowment funds and funds designated by the Board to function as endowments (“Board-designated endowment funds”). As required by accounting principles generally accepted in the United States of America (“GAAP”), net assets associated with endowment funds, including Board-designated endowment funds, are classified and reported based on the existence or absence of donor-imposed restrictions.

Operating Expenditures

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The composition of net assets by type of endowment fund from May 31, 2015 through 2020* was:

(Dollars in Thousands) 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20*

(unaudited) Without Donor Restrictions $21,662 $20,108 $22,232 $24,670 $23,470 $15,104 Accumulated Earnings on Perpetual Endowment

9,144 7,723 9,680 11,313 10,578 11,655

Perpetual Endowment 10,121 10,577 11,520 15,368 15,544 27,082 Total endowment funds $40,927 $38,408 $43,432 $51,351 $49,592 $53,841

*Unaudited, internally prepared. Due to the stage of the College’s audit process, the composition of endowment for May 31, 2020 is estimated and based on fair market value. The net asset breakdown of the endowment is based on five-year averages of historical net assets’ restrictions.

The College has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs and other items supported by its endowment while seeking to maintain the purchasing power of the endowment. Endowment assets include those assets of donor-restricted endowment funds the College must hold in perpetuity or for donor-specified periods, as well as those of Board-designated endowment funds. Under the College’s policies, endowment assets are invested in a manner that is intended to produce modest long-term growth without undue exposure to risk and volatility.

The College’s Investment Policy was approved in 2012 and maintains certain spending standards for each type of fund managed:

• Restricted Endowment Gifts and Grants. Spending for the designated purpose will be a maximum of 4.0% for all restricted funds of the trailing twenty quarter average market value of each restricted fund’s portfolio as of May 31st; and

• Quasi-Endowment. Spending of these funds will be at the discretion of the Board of Trustees.

Restricted endowment gifts and grants include both permanently and temporarily restricted endowment assets while the quasi-endowment is comprised of plant funds (reserve for near-term capital projects or seed money for larger projects), charitable gift annuities, and operating funds.

For the Fiscal Years Ended May 31, 2019 and 2020, the College’s spending rate was approximately 4%. In establishing this policy, the College considered the long-term expected return on its endowment. This is consistent with the College’s objective to maintain the purchasing power of endowment assets held in perpetuity or for a specified term, as well as to provide additional real growth through new gifts and investment return.

The Investment Policy also places limitations on bank deposits in order to reduce counterparty exposure. The College has curated a list of approved lenders and has limits on maximum levels of deposits held with those respective institutions.

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VII. Investments

The College’s investments, at fair value, as of May 31st, are as follows:

2020* 2019 2018 Investments

U.S. Government securities $ 4,084,958 $ 6,754,603 $ 6,503,450 Equities 41,598,048 41,716,837 36,343,916 Fixed income 6,196,700 7,122,375 8,547,024 Real estate funds 992,461 1,046,893 906,180 Money market funds 13,055,302 7,772,423 10,563,341

Total Investments $65,927,469 $64,413,131 $62,863,911

*Unaudited

VIII. Debt and Capital

A. Outstanding Indebtedness

As of the Fiscal Year Ended May 31, 2020, the College has approximately $47.6 million of indebtedness outstanding, consisting of: (i) two Bonds Payable, outstanding in the total amount of $22.8 million with a final maturity during Fiscal Year 2022; and (ii) two Bank Term Notes Payable, outstanding in the total amount of $24.9 million with a final maturities during Fiscal Years 2022 and 2047, respectively.

Balance* Final Maturity Series

DASNY Series 2012 Revenue Bonds $ 1,871,000 4/1/2022 DASNY Series 2008 Revenue Bonds 20,840,000 5/1/2022 2014 Term Loan 10,892,749 11/1/2022 January 2020 Term Loan 14,000,000 1/3/2047**

Total Long-Term Debt $47,603,749 *As of May 31, 2020 (unaudited). Does not include $12,000,000 Taxable Interim Loan that was closed in July 2020 which the proceeds of the proposed issuance will be used to refinance. ** Term maturity of January 3, 2030.

In addition to the aforementioned outstanding indebtedness, the College has entered into the interest rate swap agreements to eliminate risks associated with the variability of future earnings and cash flow caused by movements in debt interest rates. The arrangements are measured and recorded at fair value, and amounted to a liability of $491,459 at May 31, 2020, a liability of $124,737 at May 31, 2019, and an asset of $417,161 at May 31, 2018.

The Series 2020 Bonds will refund all of the College’s existing long-term debt except for a portion of the January 2020 Term Loan detailed above. The interest rate swap agreements will also be terminated upon the closing of the Series 2020 Bonds.

The following table sets forth the pro forma long-term debt for the College, including the loan payments to pay debt service on the Bonds.

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Fiscal Year Ended 5/31

Debt Service on Long-Term Debt

Outstanding (Excluding the Bonds)(1)

Debt Service on the Bonds

Total Debt Service

2021 $ 419,405 $- $- 2022 533,995 - - 2023 763,175 - - 2024 763,175 - - 2025 763,175 - - 2026 763,176 - - 2027 763,175 - - 2028 763,175 - - 2029 763,175 - - 2030 8,820,972 - - 2031 - - - 2032 - - - 2033 - - - 2034 - - - 2035 - - - 2036 - - - 2037 - - - 2038 - - - 2039 - - - 2040 - - - 2041 - - - 2042 - - - 2043 - - - 2044 - - - 2045 - - - 2046 - - - 2047 - - - 2048 - - - 2049 - - - 2050 - - - 2051 - - -

(1) Consists of a Taxable Bank Loan issued on January 3, 2020 in the aggregate original principal amount of $14,000,000 (the “January 2020 Bank Loan”) and outstanding in the amount of $11,500,000 following the closing of the proposed Series 2020 Bonds.

B. Line of Credit

The College has a $5,000,000 bank demand line of credit with KeyBank National Association. As of May 31, 2020, the balance borrowed against this line is zero. Interest payable is at the adjusted daily LIBOR rate, the adjusted overnight LIBOR rate, or the adjusted LIBOR rate, and secured by pledged revenues. The line is subject to the usual terms and conditions applied by the bank for working capital financing and is annually reviewed and renewed. Interest on the principal balance of the line, if any, is payable monthly.

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IX. Competition

The College competes with other colleges and universities for qualified applicants. The following chart compares the College’s Tuition and Room and Board charges with selected competing colleges and universities for the 2020-2021 academic year, which begins with Fall 2020.

FY 2020-21 First-Year Tuition, Room and Board Charges

(Estimated)

Primary Benchmarks First-Year Tuition (Fall 2020) Room and Board Estimated Cost of

Attendance

Iona College $39,380 $16,208 $55,588 St. Bonaventure University $35,450 $14,070 $49,520

Niagara University $33,700 $11,850 $45,550 Medaille College $31,000 $14,000 $45,000 Molloy College $31,330 $11,800 $43,130 Daemen College $29,700 $12,640 $42,340

D'Youville College $27,986 $13,095 $41,081Canisius College $28,630 $11,758 $40,388

University at Buffalo (SUNY) In-State

Out-of-State*

$7,070

$24,740

$14,136 $14,136

$21,206 $38,876

Buffalo State College (SUNY) In-State

Out-of-State* $7,070

$16,980

$11,106 $11,106

$18,176 $28,086

Source: D’Youville College and respective institutions’ websites. Does not include mandatory fees. *Includes out-of-state charge in tuition of $17,610 and $9,910 per year for University at Buffalo (SUNY) and Buffalo State College (SUNY), respectively.

X. Facilities

A. Campus

The College’s 27-acre campus city campus located in Buffalo's diverse and historic Prospect Park/Lower West Side neighborhood, just blocks away from the Peace Bridge and minutes from downtown Buffalo. It includes approximately 840,000 gross square feet of building space, approximately 600 parking spaces, and housing capacity for 471 students (as a result of COVID-19, the number of beds available will be 388 for Fall 2020). The insured value for the College’s property and contents is approximately $192.4 million. A map of the College’s campus follows:

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The following table presents the College’s investment in capital assets from May 31, 2015 through 2019:

Property, Plant & Equipment

2015 2016 2017 2018 2019

Land and improvements $ 8,844,181 $ 8,848,246 $ 8,853,671 $ 9,028,671 $ 9,079,338 Buildings and building improvements 78,983,742 99,019,590 99,453,578 99,208,618 99,579,483 Equipment 10,835,970 13,834,672 14,660,561 15,450,576 17,356,070 Library holdings 8,836,829 9,157,078 9,479,786 9,820,100 9,159,123 Construction in progress 17,398,765 - - - 562,145

Total property and equipment 124,899,487 130,859,586 132,447,596 133,507,965 135,736,159 Less: accumulated depreciation (30,636,559) (33,889,010) (37,071,831) (40,114,762) (40,727,576)

Total property and equipment, net $ 94,262,928 $ 96,970,576 $ 95,375,765 $ 93,393,203 $ 95,008,583

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B. Student Support Services

Some of the recent additions and renovations made to the campus infrastructure over the last two years include the following:

Student Success Center. The College offers assistance on academic advising and planning, transfer services, and career and professional engagement for its students. Each incoming student is assigned a student success advisement team to ensure smooth progress from entry to graduation. The Student Success Center is located on the first floor of the Bauer Family Academic Center.

Learning Commons. The Learning Commons combine the services of the College’s Learning Center and the Montante Family Library and is located on the third floor of the Library. The Learning Commons provides students with tutoring and research help, along with development classes, disability services, and academic guidance and counseling.

Information Technology Lounge (the “Pulse Center”). Students can take advantage of the Pulse Center's amenities that include study spaces and work stations along with the expertise of the College’s staff to answer any and all questions related to computer hardware, D’Youville accounts, password resets, printing, programmatic applications, network access, among other technology-related services. The Pulse Center is located on the first floor of the Bauer Family Academic Center.

Student Solutions Center. Students have access to resources related to financial aid, student accounts, and registration. Second floor of the Koessler Administration Building.

C. Technology

Network: The College has an extensive, redundant campus wide fiber network. Additionally, wireless connectivity is available in every building and virtually every green space on campus. Power over Ethernet is available at every distribution point. The campus was recently upgraded to 10 GB internet speeds.

Data Center: The College has a fully functioning data center facility within every building on Campus. The data center has dedicated UPS, PDU, HVAC, and power generation. The College also has an active, warm Disaster Recovery site at SASA Hall in Buffalo, New York, which can provide access to Tier 1 applications in the event of a disaster within 15 minutes.

Instructional Technology: Various levels of technology are available in all classrooms and the library providing both in-house and remote accessibility.

System Infrastructure: The College utilizes a mix of blade/virtual and physical servers to provide service for many applications. Data resides on a local storage and cloud infrastructure. A digital signage program is also in place. The College relies on a mix of on-premise and cloud solutions.

Telephones: The College utilizes a physical and VoIP phone system that has centralized multi-channel business integrations and business processes.

Enterprise Resource Planning (ERP)/Learning Management System (LMS): The College has a fully integrated ERP system that is incorporated in all aspects of the College.

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Cyber Security Strategy: The College takes a multi-prong approach to protecting the assets of the College from a cyber-attack/breach knowing that a mix of technology and human education provides the safest computing environment.

Cyber Security Infrastructure/Technology: The College has a series of physical and virtual firewalls to block unauthorized access while permitting outbound communication. In addition to the firewalls, the College employs endpoint protection and inbound/outbound email defense and log reporting all endpoints for intrusion and threat detection. The College also incorporated a Security Partner to conduct “outside” virtual attacks and response.

Cyber Security Policies: The College has a full Incident Response Program that is employed in the event of an attack/breach. Each summer, a tabletop exercise is enacted to ensure all parties are refreshed of their duties. The College has a contract with third party vendor that monitors and reports on cyber security risks and breaches. Additionally, as a component of the College’s spectrum of insurance, the College has cybersecurity insurance.

Security Awareness Program: The College has a robust Security Awareness Program where users are trained and tested periodically on a myriad of potential breach activities to ensure faculty and staff are practicing safe computing practices.

D. Other Recent and Proposed Improvements to Capital Facilities

The College has undertaken the following general campus improvements in the past three fiscal years:

• New construction initiatives which directly impact the student experience • New administrative space designs and buildouts • Classroom, laboratory and learning space upgrades • Student Residential housing and dining upgrades and renovations • Athletic and recreation facilities upgrades • Community space renovations including the Kavinoky Theatre • General campus improvements including deferred maintenance

The College has proposed commencing the various capital projects in the current fiscal year,

represent a total net capital cost of $3.3 million. These projects include improvements to enhance student enrollment, human health and safety, revenue generation and cost savings, master planning, mission critical infrastructure, and other design services.

E. Health Professions Hub

As is detailed in Section II: Departments and Programs above, the College has partnered with Catholic Health and the State of New York to develop the Hub for the purpose of developing an education, training and community health center for Western New York. The Hub will be constructed and operated by 301 Connecticut LLC, a limited liability company controlled by the College.

The $26.9 million project will be funded by a combination of gifts, grants, tax credits, and long-term debt, among other sources, as described below.

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$ % Anticipated Receipt Date Hub Funding Sources

Catholic Health $ 5,070,000 18.9% 50% through June 2020*; balance through construction

DASNY Higher Education Capital (“HECap”) Matching Grant

5,000,000 18.6% March 2021

New Market Tax Credits 3,500,000 13.0% January 2020* New York State Brownfields Tax Credits 3,800,000 14.1% December 2020 Donors and Foundations 1,975,000 7.3% Installments (2020-2023) System for Award Management (SAM) Grant 200,000 0.7% December 2019*

Total Committed Funding $19,545,000 72.3% Capital Campaign Funding $ 5,000,000 18.6% Installments (2020-2024)

Total Funding from External Sources $24,545,000 91.3% Long-Term Debt of the College $ 2,355,000 8.8% July 2020

Total Project Cost $26,900,000 100.0% *Received to-date.

The Hub will include a 58,000 square foot building designed by international firm Cannon Design which will reside directly on the College’s campus. As a primary clinical care and experiential educational facility, it will provide D'Youville College's students in healthcare degree programs, hands on practical clinical work experience, while at the same time, providing necessary medical services for the lower income areas of the Buffalo community.

The Hub will have far-reaching social impact on the multi-ethnic, underserved community, which is D'Youville’s mission. The Hub will prepare future healthcare providers through innovative educational methods with an emphasis on inter-professional practice. This will assure that all health professions students can truly function on an integrated team focused on high-quality, patient-centered care.

The College has engaged RP Oak Hill Building Company Inc., (the “Company”, formerly R&P Oak Hill Development, LLC) as the developer for the Hub. The Company is a Buffalo, New York-based employee-owned company which was originally founded in 2006. The Company is also serving as construction manager for the Hub. The College also maintains two construction consultants for the Hub. DGA Builders is engaged as the College’s representative and construction consultant for the project and has a full-time daily presence onsite to oversee the construction on behalf of the college. DGA has an extensive portfolio of projects in both the healthcare and education sectors. Trophy Point Construction Services and Consulting is engaged as the Disbursement Agent on the construction project responsible for verifying construction progress is in alignment with requested pay applications by the Contractor. Trophy Point has a significant depth and breadth of experience related to the construction industry.

Construction for the Hub began in September 2019 and is anticipated to be substantially completed by December 2020. There is a Guaranteed Maximum Price contract in place for the completion of the Hub. The construction of the Hub is progressing on schedule and at budget; as of June 2020, it has incurred just over $6 million of costs.

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XI. COVID-19 Response

The College has been proactive in its management of the COVID-19 health crisis. COVID-19 has prompted President’s Council in consultation with the Board of Trustees to prepare for multiple possible realities related to the impact of COVID-19 on students, faculty, staff, the community, and the College’s campus operations. Institutions of higher education in New York State are reopening in Phase Four of “New York Forward,” Governor Andrew Cuomo’s region-by-region state reopening plan.

Notably, the College’s online platform allowed for the completion of its 19-20 Spring semester as expected; no tuition refunds were issued as all instructional revenues collected were earned. The campus remained open and residential students were not forced to leave campus.

COVID-19 presents many uncertainties including the effects of a rise or fall in the number of cases in New York, the likelihood of recurrences, new and emerging Center for Disease Control and Prevention (CDC), State of New York Department of Health and Erie County Commissioner of Health guidelines or public health orders, new executive orders from Governor Cuomo, and COVID-related economic impacts.

A. Returning to Campus

Students will begin returning to campus in the Fall 2020 semester. D’Youville is in full compliance with the state requirements for Phase Four reopening under Governor Andrew Cuomo’s “New York Forward” Plan. Students will engage in a hybrid learning approach that promotes social distancing through a combination of in-class and online instruction.

Once back on campus, all students will be provided with a downloadable tracing app that can provide important information if a positive case is identified. All residential students will be provided with thermometers to self-assess their temperature each day in a log, and to submit their temperature daily so that Student Engagement Staff can monitor for changes within residential areas and refer for testing if necessary.

D’Youville’s Office of Operations will maintain sufficient quantities of personal protective equipment (PPE) for the continued health and safety of the D’Youville community. All community members will be required to wear face coverings on campus. All students will be provided one washable, reusable face covering free of charge. Students must wear face coverings properly. Extensive information is available online and throughout the community regarding proper wear, care, and use of face coverings. It is the students’ responsibility to be fully informed of these protocols.

In order to proactively prevent the spread of COVID-19 following holiday travel plans, D’Youville, will not return to on-site instruction after the Thanksgiving Break. This means that coursework will revert to 100% online instruction following the Thanksgiving Break through the final day of classes. Residential students may remain home following Thanksgiving 2020 Break. Accommodations will be made for students who are unable to return home.

B. Housing Students

D’Youville will accommodate student residents on campus in the Fall 2020 semester. All current students who live on campus will be assigned to the 222 Connecticut Apartment Complex and Marguerite Hall.

The College has reduced its residency of Marguerite Hall, the College’s largest resident housing building to 25% to limit its mass exposure and accommodate any special needs that come up. This change

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will reduce its available beds from 308 to 230 in order to accommodate appropriate social distancing guidelines and regulations that require quarantine rooms. Even though this will reduce D’Youville’s inventory of rooms, Marguerite Hall has not been not fully occupied during the last four semesters, so reducing the occupancy pool will still keep the residential revenue stable between years. Occupancy in this residence hall was approximately 57% on average for the last four semesters. It is projected that occupancy will be approximately 70% for the upcoming fiscal year given the downsizing of housing stock for Marguerite Hall. New students will be assigned to Marguerite Hall beginning with those students who have housing requirements based on academic programs.

The College’s other residence hall, 222 Connecticut Apartment Complex, will downsize from 163 beds to 158 beds to accommodate social distancing. This represents no change to the current housing capacity for this residence hall given its floorplan and single occupancy bedrooms. Occupancy in this residence hall is approximately 85% on average for the last four semesters. It is projected that occupancy will remain at this level or exceed it for the upcoming fiscal year.

Students will be spread out to the greatest extent possible and in many cases will be assigned one student per room. Students who prefer to live with a roommate will be permitted to do so after signing off on a release waiver. However, no more than two students will be allowed to occupy one room. Should there be more new students than available rooms, those students who were required to live on-campus will be offered the option to live off-campus or at home. This may offer space for students placed on the waiting list.

C. Expectations for Classes

To meet the appropriate social distancing requirements, D’Youville is preparing a hybrid learning approach that will allow students to participate in a combination of both in-class and online instruction. Faculty, deans, and program chairs worked hard through the Summer to determine which delivery format best fits each of the hundreds of courses D’Youville offers. Primary considerations included social distancing, the faculty member’s health risk factors, course content, and the degree to which the course is essential to meet program requirements. In some cases, academic departments will adjust which semester a course or section is offered, to maintain social distancing protocols.

D’Youville has designed two overarching requirements to guide instruction: (1) to achieve classroom density reductions that do not permit less than 60 square feet of dedicated space per person (roughly three times the normal average); (2) to ensure that no more than 50% of classrooms in a given classroom zone that share hallways and bathrooms are being utilized at a given time. These requirements are intended to mitigate congestion during class transitions, in hallways, and in shared spaces such as bathrooms.

Courses will be taught in three main modes of instructional delivery:

1. 100% Online: Large courses which are impossible to comply with social distancing will be taught online. The College has worked to ensure that online courses will be teaching the learning objectives which are most conducive to the remote learning modality.

2. 100% Face-to-Face: Small courses which can meet social distancing requirements will be taught in-person on campus in traditional face-to-face instructional formats. Courses that require in-person experiences such as labs and other subjects that are more difficult to be taught remotely will be prioritized for on campus instruction.

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Rotational Synchronous Learning: Medium to large student courses which require in-person instruction that cannot meet social distancing requirements will rotate groups of students’ attendances between physical and digital participation. In these settings, faculty will teach a sub-group of the course in the classroom while using Zoom (or other available technology) to teach remote learners at the same time. For example, if a Monday, Wednesday, Friday class is divided into three groups, each group of students would have one day of in-person and two days of digital attendance each week.

D. International Students

International students who have remained on campus and are permitted to remain in the country may follow the same guidelines for domestic students. International students who are currently in their home countries will unlikely be able to obtain visas in time for the Fall semester. If international visitors plan on arriving in Spring 2021, they will have to receive permission from the administration and adhere to any restrictions put in place at that time. International students can likely take coursework online. Students with additional questions or concerns should communicate with Ann Soares at in the Office of International Student Services.

For Canadian students, the border is currently closed for non-essential travel (as of August 22, 2020) and although education is considered “essential,” Canadian students have been asked to self-quarantine for 14 days upon their return to Canada. The border closing was extended through September 21, 2020 and will be reassessed at that point. Any new information regarding border crossing will be communicated to all Canadian students at that point in time.

If D’Youville continues to only offer online courses then the international students can continue to maintain their full-time immigration status, but when classes are fully moved back to campus then students will be expected to attend instruction on campus in order to maintain their full-time immigration status.

E. COVID-19 Impact on D’Youville

The College has analyzed various sensitivity models in the event of reductions to net tuition revenue of 10%, 15%, 20% and 25% due to enrollment decline. The College has also layered in various expense reduction measures which would be deployed in order to account for that loss of revenue. For room and board, D’Youville has also projected a revenue decline of 50% which it views as a very conservative estimate. Most of the expense savings to counter the potential revenue losses are expected to come from keeping the 60 employees furloughed in April of 2020 for the remainder of this calendar year. The College would also look at other cuts to fringe benefits, raises, and even salaries if those higher scenarios came to fruition. These findings have been presented to the Board of Trustees and Finance Committee and has shaped decision-making for Fiscal Year 2021.

In addition, many expenses have been “turned off” or “frozen” in order to contain costs. Expenses such as travel, professional development, meals, supplies, campus events have been drastically reduced and centralized through a formal expense review process which only authorizes must-need expenditures. Significant operational strategies that the College is deploying in response to COVID-19 include the following: (i) establishment of a 2020-2021 budget freeze memo and introduction of a new expense approval process; (ii) creation of a unique COVID-19 cost center that aggregates costs for transparency and relief funding opportunities; (iii) contract reductions for services related to security, food, custodial, transportation and software; (iv) shared work program through the Department of Labor; and, (v) open discussions with the AAUP Union. It is expected that these initiatives will help to offset additional costs brought about by the pandemic’s disruption and to establish a course map for future fiscal years during which COVID-19 may still be an operating influence.

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For the upcoming Fall start, the College has a projected year-to-date fewer students of approximately 3.5% (approximately 92 students or $2 million in revenue); however, adjustments have been made to the budget to operate within a 10-15% net tuition revenue decline scenario. As of July 5, 2020, the College has received 266 of net deposits for its “first-time in college” undergraduate cohort for Fall 2020. This compares to 218 net deposits from year-to-date Fall 2019. Further, the 266 net deposits for its “first-time in college” undergraduate cohort is just shy of its goal of 272 net deposits (compared to Fall 2019’s total of 224 net deposits). For transfer undergraduate admissions, the College has received 143 net deposits for Fall 2020, compared to its goal of 181 net deposits for Fall 2020. Similarly, the College had received 123 net deposits this time last year for 167 net deposits for Fall 2019. For its graduate admissions, the College has received net deposits of 239 for Fall 2020 (includes online and in-person) relative to Fall 2019’s year-to-date net deposit value of 215. Fall 2020 anticipates a total of 366 graduate students enrolled, compared to 296 graduate students.

As of August 20, 2020, the College’s summer services accommodated 1,274 students, an increase of 64 students from the prior summer and generating revenues of $7,006,826. This compares to a budget of $6,992,121 and prior year’s summer revenue of $6,922,199.

With regard to student housing refunds in the Spring semester, the College refunded zero dollars of D’Youville’s own operational funds because the College continued their normal class schedules. Instead, the College shifted to the online mode for the remainder of Spring of 2020 without deviation. The College also continued to keep the campus open and did not force the residential students to leave campus. The College did, however, refund approximately $774,000 as of June 12, 2020, of the institutional CARES money grant that it received from the federal government.

The College will continue to track several key data points on an ongoing basis in order to accurately assess its financial performance relative to its budget. These include enrollment, housing, registrations, accounts receivable, summer revenues, financial aid and its international student population. It also will monitor costing and forecasting COVID-19 expenditures to ensure that its plans are sufficient to meet its financial goals.

XII. Financial Statements

The financial statements of the College as of and for the Fiscal Year Ended May 31, 2019 have been audited by Lumsden McCormick LLP, Certified Public Accountants, Buffalo, New York, as stated in their report thereon, which report, together with the financial statements, is included in Appendix B. Interim (unaudited) financial statements for the Fiscal Year Ended May 31, 2020, prepared internally by the College, are included in this Appendix A at pages A-38 and 39.

5/31/2015 5/31/2016 5/31/2017 5/31/2018 5/31/2019 5/31/2020*

Assets Cash and Cash Equivalents $ 19,396,566 $ 17,743,001 $ 23,286,672 $ 30,178,319 $ 19,823,028 $33,545,928

Restricted Cash - - - - - 479,000 Student accounts receivable, net 2,922,729 3,509,702 4,024,248 4,836,162 5,642,074 5,891,348

Contributions receivable, net 2,003,434 2,228,293 2,613,736 1,106,651 655,088 1,692,408

Other current assets 2,584,790 1,631,704 2,140,621 2,476,419 3,423,074 2,547,567 Bond reserve funds 546,911 575,278 - - - - Long-term investments 56,067,974 53,151,011 57,994,824 62,863,911 64,413,131 65,927,469 Loans to students, net 4,631,782 4,211,916 3,514,965 3,187,266 2,870,817 2,868,158

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Loan receivable - - - - - 13,932,900 Deferred bond issuance costs 866,215 804,084 - - - -

Property and equipment, net 94,262,928 96,970,576 95,375,765 93,393,203 95,008,583 100,818,580

Interest rate swap asset - - - 417,161 - - Total assets $183,283,329 $180,825,565 $188,950,831 $198,459,092 $191,835,795 $227,703,358 Liabilities & Net Assets Liabilities: Short-term borrowings $9,850,000 $ - $ - $ - $ - $ Accounts payable and accrued liabilities 8,754,322 3,846,753 4,418,265 6,536,553 5,386,009 6,493,179

Deferred revenue 5,266,033 4,580,358 5,528,888 6,651,650 6,980,594 6,663,807 Refundable advances - Compass - - - - - 986,229

Student deposits 355,831 300,485 263,717 225,365 269,525 283,300 Long-term debt 30,443,500 43,512,133 40,361,631 37,969,105 35,531,725 64,927,108 Interest rate swap liability 496,462 973,414 322,750 - 124,737 706,618 Government grants refundable 2,968,558 3,073,927 2,841,548 2,608,541 2,629,683 3,617,039

Total Liabilities $ 58,134,706 $ 56,287,070 $ 53,736,799 $ 53,991,214 $ 50,922,273 $ 83,677,280 Net Assets: Net assets without donor restrictions $104,217,964 $104,456,036 $110,539,423 $114,218,611 $110,617,454 $111,605,824

Net assets with donor restrictions

Program 10,809,803 9,505,210 13,278,221 14,685,353 14,751,819 17,493,780 Perpetuity 10,120,856 10,577,249 11,396,388 15,563,914 15,544,249 15,748,923

Non-controlling interest in deficit of consolidated subsidiary

- - - - - (822,449)

Total net assets $125,148,623 $124,538,495 $135,214,032 $144,467,878 $140,913,522 $144,026,078 Total liabilities and net assets $183,283,329 $180,825,565 $188,950,831 $198,459,092 $191,835,795 $227,703,358

*The financial results reflected herein for the fiscal year ended May 31, 2020 are interim, unaudited financial statements prepared by the College. Further, this balance sheet summary for fiscal year 2020 includes the consolidated activity of the College and 301 Connecticut, LLC.

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5/31/2015 5/31/2016 5/31/2017 5/31/2018 5/31/2019 5/31/2020* Revenues without donor restrictions

Student tuition and fees $ 65,891,709 $ 65,775,137 $ 69,035,004 $ 71,012,071 $ 72,968,355 $ 72,349,428 Scholarships and grants (16,387,713) (16,077,456) (17,008,447) (17,465,871) (17,973,613) (18,098,945)

Net tuition and fees 49,503,996 49,697,681 52,026,557 53,546,200 54,994,742 54,250,483 Contributions 253,686 454,641 411,909 1,058,550 1,208,229 1,291,629 Government grants and appropriations 2,855,589 2,677,906 1,368,243 1,576,876 1,631,265 2,489,900

Auxiliary Enterprises, net of discounts 3,803,814 3,462,647 3,176,931 3,660,824 3,804,262 3,501,501

Interest and Dividends 846,238 817,706 790,854 53,442 1,241,985 1,440,683

Other 1,103,754 1,084,143 849,088 1,115,971 858,255 1,374,663

Net assets released from restrictions 4,089,250 2,137,040 1,488,138 1,315,678 891,880 1,146,563 Total revenues without donor restrictions $ 62,456,327 $ 60,331,764 $ 60,111,720 $ 62,327,541 $ 64,630,618 $65,495,422

Expenses without donor restrictions

Instruction $26,770,319 $29,464,131 $28,406,418 $30,740,160 $32,435,635 $32,235,767

Academic support 5,999,040 6,164,863 6,201,875 6,664,337 6,575,895 6,217,140

Student services 9,282,670 8,745,439 8,711,769 9,002,269 10,256,356 9,305,243

Public services 1,106,248 1,214,200 920,404 901,914 831,427 657,341

Institutional support 8,100,384 7,872,084 8,868,990 10,007,965 11,665,785 12,078,480

Auxiliary enterprises 5,157,660 4,853,730 4,309,845 4,839,234 4,919,839 3,938,621 Total expenses without donor restrictions $56,416,321 $58,314,447 $57,419,301 $62,155,879 $66,684,937 $64,432,592

Change in net assets from unrestricted operating activities $ 6,040,006 $ 2,017,317 $ 2,692,419 $ 171,662 $ (2,054,319) $ 1,062,830

Nonoperating activities without donor restrictions

Interest and dividends $452,104 $331,203 $614,306 $1,151,430 $315,898 $226,054 Net realized and unrealized gains on investments 718,962 (1,668,329) 2,061,583 1,616,185 (1,320,838) 281,367

Net change in market value of interest rate swap (387,341) (476,952) 650,664 739,911 (541,898) (581,881)

Contributions - 34,833 64,415 - - - Change in net assets from nonoperating activities without donor restrictions

$783,725

($1,779,245)

$3,390,968

$3,507,526

($1,546,838)

($74,460)

Change in net assets without donor restrictions $ 6,823,731 $ 238,072 $ 6,083,387 $ 3,679,188 ($3,601,157) $ 988,370

Net assets without donor restrictions - beginning of year $97,394,233 $104,217,964 $104,456,036 $110,539,423 $114,218,611 $110,617,454

Net assets without donor restrictions - end of year $104,217,964 $104,456,036 $110,539,423 $114,218,611 $110,617,454 $111,605,824

*The financial results reflected herein for the fiscal year ended May 31, 2020 are interim, unaudited financial statements prepared by the College.

APPENDIX B

FINANCIAL STATEMENTS OF D’YOUVILLE COLLEGE FOR THE FISCAL YEARS ENDED MAY 31, 2019 AND MAY 31, 2018

APPENDIX C

DEFINITIONS OF CERTAIN TERMS AND SUMMARY OF CERTAIN PROVISIONS OF CERTAIN FINANCING

DOCUMENTS

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APPENDIX C

GLOSSARY AND SUMMARIES OF CERTAIN PROVISIONS OF CERTAIN OF THE BOND DOCUMENTS

GLOSSARY

The following words and terms used in this Appendix and in the document to which this Appendix is attached (and in Appendix D attached thereto) shall have the respective meanings set forth below unless the context or use indicates another or different meaning or intent:

“Account” means, with respect to any Series of Bonds, an account created within any Fund designated and created pursuant to Section 401 of the Indenture.

“Accountant” means an independent certified public accountant or a firm of independent certified public accountants selected by the College.

“Act” means the Enabling Act.

“Additional Bonds” means any bonds issued by the Issuer pursuant to Section 214 of the Indenture.

“Additional Equipment” means, in connection with any Additional Project, any additional materials, machinery, equipment, fixtures or furnishings intended to be acquired with the proceeds of a related Series of Additional Bonds, or intended to be acquired with any payment which the College incurred in anticipation of the issuance of such Series of Additional Bonds and for which the College will be reimbursed from the proceeds of such Series of Additional Bonds, and such substitutions and replacements therefor and additions thereto as may be made from time to time pursuant to the Loan Agreement.

“Additional Facility” means, in connection with any Additional Project, any buildings, improvements, structures, and other related facilities (A) located on the Land or the Additional Land, (B) financed or refinanced with the proceeds of the sale of a Series of Additional Bonds or any payment made by the College pursuant to Section 3.5 of the Loan Agreement or any payment which the College incurred in anticipation of the issuance of such Series of Additional Bonds and for which the College will be reimbursed from the proceeds of such Series of Additional Bonds, and (C) not constituting a part of the Additional Equipment, all as they may exist from time to time.

“Additional Land” means, with respect to any Series of Additional Bonds, any real estate which will be the site of an Additional Project Facility intended to be financed with the proceeds of such Series of Additional Bonds.

“Additional Project” means the purposes for which any Series of Additional Bonds may be issued.

“Additional Project Facility” means any Additional Land, Additional Facility or Additional Equipment acquired by the Issuer in connection with the issuance of any Series of Additional Bonds.

“Annual Debt Service” means, when used in connection with any Indebtedness, means as of any particular date of calculation the amount required to be paid by the College during the then current Fiscal Year to pay the principal, whether at maturity or upon mandatory redemptions and prepayments, of and interest on such Indebtedness; provided, however, that such amounts required to be paid on Short-Term Indebtedness and Balloon Indebtedness shall include interest only.

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“Applicable Laws” means all statutes, codes, laws, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all Governmental Authorities, foreseen or unforeseen, ordinary or extraordinary, which now or at any time hereafter may be applicable to or affect the Project Facility or any part thereof or the conduct of work on the Project Facility or any part thereof or to the operation, use, manner of use or condition of the Project Facility or any part thereof (the applicability of such statutes, codes, laws, acts, ordinances, orders, rules, regulations, directions and requirements to be determined both as if the Issuer were the owner of the Project Facility and as if the College and not the Issuer were the owner of the Project Facility), including but not limited to (1) applicable building, zoning, environmental, planning and subdivision laws, ordinances, rules and regulations of Governmental Authorities having jurisdiction over the Project Facility, (2) restrictions, conditions or other requirements applicable to any permits, licenses or other governmental authorizations issued with respect to the foregoing, and (3) judgments, decrees or injunctions issued by any court or other judicial or quasi-judicial Governmental Authority.

“Arbitrage Certificate” means (A) with respect to the Initial Bonds, the Initial Arbitrage Certificate and (B) with respect to any Series of Additional Bonds intended to be issued as Tax-Exempt Bonds, any similar document executed by the Issuer in connection with the issuance and sale of such Series of Additional Bonds.

“Authorized Denominations” means: (A) with respect to the Initial Bonds, $5,000 and any integral multiple of $5,000 in excess thereof, except that, if as a result of a redemption, partially redeemed Initial Bonds cannot be issued in such denominations, such partially redeemed Initial Bonds shall be reissued in such other denominations to the extent required to effect such redemption; and (B) with respect to any Series of Additional Bonds, the authorized denominations for such Series of Additional Bonds as set forth in the supplemental indenture relating thereto.

“Authorized Investments” means any of the following: (A) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America; (B) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (1) U.S. Export-Import Bank (“Eximbank”), (2) Farmers Home Administration (“FmHA”), (3) Federal Financing Bank, (4) Federal Housing Administration Debentures (“FHA”), (5) General Services Administration, (6) Government National Mortgage Association (“GNMA” or “Ginnie Mae”), (7) U.S. Maritime Administration, and (8) U.S. Department of Housing and Urban Development (“HUD”); (C) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (1) Federal Home Loan Bank System, (2) Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”), (3) Federal National Mortgage Association (“FNMA” or “Fannie Mae”), (4) Student Loan Marketing Association (“SLMA” or “Sallie Mae”), (5) Resolution Funding Corp. (“REFCORP”) obligations, and (6) Farm Credit System; (D) money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by Standard & Poor’s of “AAAm-G”, “AAA-m”; or “AA-m” and if rated by Moody’s rated “Aaa”, “Aa1” or “Aa2”; (E) certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral; (F) certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF; (G) investment agreements, including GIC’s, Forward Purchase Agreements and Put Agreements acceptable to the Trustee; (H) commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or better by Standard & Poor’s; (I) bonds or notes issued by

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any state or municipality which are rated by Moody’s and Standard & Poor’s in one of the two highest rating categories assigned by such agencies; (J) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A3” or better by Moody’s and “A-1” or “A” or better by Standard & Poor’s; and (K) repurchase agreements for 30 days or less must follow the following criteria. The criteria is described as follows: (1) Repos must be between the municipal entity and a dealer bank or securities firm (a) primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor’s Corporation and Moody’s Investor Services, or (b) banks rated “A” or above by Standard & Poor’s Corporation and Moody’s Investor Services; (2) the written repo contract must include the following: (a) securities which are acceptable for transfer are: (i) direct U.S. governments, or (ii) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC), (b) the term of the repo may be up to 30 days, (c) the collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities), (d) valuation of collateral - the securities must be valued weekly, marked-to-market at current market price plus accrued interest. The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%, and (3) legal opinion which must be delivered to the municipal entity: (a) repo meets guidelines under state law for legal investment of public funds.

“Authorized Representative” means the Person or Persons at the time designated to act on behalf of the Issuer or the College, as the case may be, by written certificate furnished to the Trustee containing the specimen signature of each such Person and signed on behalf of (A) the Issuer by its Chairman or Vice-Chairman, or such other person as may be authorized by resolution of the Issuer to act on behalf of the Issuer, (B) the College by its President or Chief Financial Officer, or such other person as may be authorized by the board of trustees of the College to act on behalf of the College and (C) the Trustee by any Vice President, Assistant Vice President or Trust Officer, or such other person as may be authorized by the board of directors of the Trustee to act on behalf of the Trustee.

“Available Moneys” means any moneys on deposit with the Trustee for the benefit of the Bondholders which are (A) proceeds of the Bonds, or of any bonds issued for the purpose of refunding the Bonds, (B) amounts on deposit for a period of 124 consecutive days during which no petition in bankruptcy under the Bankruptcy Code has been filed against the entity which paid such money, and no similar proceedings have been instituted under state insolvency or other laws affecting creditors' rights generally, or (C) any moneys with respect to which an unqualified opinion from nationally recognized counsel has been received stating that such payments to Bondholders would not constitute voidable preferences under Section 547 of the Bankruptcy Code, or similar state or federal laws with voidable preferences in the event of the filing of a petition for relief under the Bankruptcy Code, or similar state or federal laws with voidable preference provisions by or against the entity from which the money is received.

“Balloon Indebtedness” means Long-Term Indebtedness of which 25% or more in principal amount matures, or is required to be purchased, redeemed or retired by the College (either automatically or at the option of the holder of such Balloon Indebtedness), in any one year.

“Bank” means Key Government Finance, Inc., a corporation organized and existing under the laws of the State of Colorado, and its successors and assigns.

“Bank Loans” means, collectively, the 2014 Bank Loan, the January 2020 Bank Loan and the July

2020 Bank Loan.

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“Bankruptcy Code” means the United States Bankruptcy Code, constituting Title 11 of the United States Code, as amended from time to time, and any successor statute.

“Beneficial Owner” means, with respect to a Bond, a Person owning a Beneficial Ownership Interest therein, as evidenced to the satisfaction of the Trustee.

“Beneficial Ownership Interest” means the beneficial right to receive payments and notices with respect to the Bonds which are held by the Depository under a Book Entry System.

“Bond” or “Bonds” means, collectively, (A) the Initial Bonds and (B) any Additional Bonds.

“Bond Counsel” means the law firm of Hodgson Russ LLP, Buffalo, New York or such other attorney or firm of attorneys located in the State whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized and who are acceptable to the Issuer.

“Bond Fund” means the fund so designated established pursuant to Section 401(A)(3) of the Indenture.

“Bondholder” or “Holder” or “Owner of the Bonds” means the registered owner of any Bond, as indicated on the bond register maintained by the Bond Registrar, except that wherever appropriate the term “Owners” shall mean the owners of the Bonds for federal income tax purposes.

“Bond Payment Date” means each Interest Payment Date and each date on which principal or interest or premium, if any, or a Sinking Fund Payment, shall be payable on the Bonds according to their terms and the terms of the Indenture, including without limitation scheduled mandatory Redemption Dates, unscheduled mandatory Redemption Dates, dates of acceleration of the Bonds pursuant to Section 602 of the Indenture, optional Redemption Dates and Stated Maturity, so long as any Bonds shall be Outstanding.

“Bond Proceeds” means (A) with respect to the Initial Bonds, the proceeds of the sale of the Initial Bonds, including any accrued interest, paid to the Trustee on behalf of the Issuer by the Underwriter as the purchase price of the Initial Bonds, and (B) with respect to any Series of Additional Bonds, the proceeds of the sale of such Series of Additional Bonds, including any accrued interest, paid to the Trustee on behalf of the Issuer by the purchasers of such Series of Additional Bonds as the purchase price of such Series of Additional Bonds.

“Bond Purchase Agreement” means (A) with respect to the Initial Bonds, the Initial Bond Purchase Agreement, and (B) with respect to any Series of Additional Bonds, any similar document executed by the Issuer and/or the College in connection with the issuance and sale of such Series of Additional Bonds.

“Bond Rate” means, with respect to any Bond, the applicable rate of interest on such Bond, as set forth in such Bond.

“Bond Register” means the register maintained by the Bond Registrar in which, subject to such reasonable regulations as the Issuer, the Trustee or the Bond Registrar may prescribe, shall provide for the registration of the Bonds and for the registration of transfers of the Bonds.

“Bond Registrar” means the Trustee, acting in its capacity as bond registrar under the Indenture, and its successors and assigns as bond registrar under the Indenture.

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“Bond Resolution” means (A) with respect to the Initial Bonds, the Initial Bond Resolution and (B) with respect to any Series of Additional Bonds, any resolution adopted by the members of the board of directors of the Issuer authorizing the issuance of such Series of Additional Bonds.

“Bond Year” (A) with respect to the Initial Bonds, means each one (1) year period ending on the anniversary of the Closing Date relating to the Initial Bonds, or such other bond year as the College and the Issuer may select from time to time in a manner complying with the Code, and (B) with respect to any Series of Additional Bonds issued as Tax-Exempt Bonds, shall have the meaning set forth in the supplemental indenture related to such Series of Additional Bonds.

“Book Entry Bonds” means Bonds held in Book Entry Form with respect to which the provisions of Section 213 of the Indenture shall apply.

“Book Entry Form” or “Book Entry System” means, with respect to the Bonds, a form or system, as applicable, under which (A) the Beneficial Ownership Interests may be transferred only through a book entry and (B) physical Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Bondholder, with the physical Bond certificates “immobilized” in the custody of the Depository or a custodian on behalf of the Depository. The Book Entry System which is maintained by and the responsibility of the Depository (and which is not maintained by or the responsibility of the Issuer or the Trustee) is the record that identifies, and records the transfer of the interests of, the Owners of book entry interests in the Bonds.

“Business Day” means any day of the year other than (A) a Saturday or Sunday, (B) a day on which the New York Stock Exchange is closed or (C) a day on which commercial banks in New York, New York, or the city or cities in which the Office of the Trustee is located, are authorized or required by law, regulation or executive order to close.

“Certificate of Authentication” means the certificate of authentication in substantially the form attached to the form of the Initial Bonds attached as Schedule I to the Indenture.

“Certificate of Determination” means, (A) with respect to the Initial Bonds, the certificate of determination executed by the Chairman, Vice Chairman or Chief Executive Officer of the Issuer relating to the Initial Bonds, and (B) with respect to any Series of Additional Bonds, the document by which the Issuer evidences its approval of the terms of such Series of Additional Bonds.

“Closing Date” means (A) with respect to the Initial Bonds, the date on which authenticated Initial Bonds are delivered to or upon the order of the Underwriter and payment is received therefor by the Trustee on behalf of the Issuer, and (B) with respect to any Series of Additional Bonds, the date on which such Additional Bonds of such Series are authenticated and delivered to the purchaser thereof and payment therefor is received by the Trustee on behalf of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended, including, when appropriate, the statutory predecessor of said Code, and the applicable regulations (whether proposed, temporary or final) of the United States Treasury Department promulgated under said Code and the statutory predecessor of said Code, and any official rulings and judicial determinations under the foregoing applicable to the Bonds.

“College” means D’Youville College, a not-for-profit education corporation organized and existing

under the laws of the State of New York, and its successors and assigns, to the extent permitted by Section 8.4 of the Loan Agreement.

“Completion Date” means (A) with respect to the Initial Project, the date of substantial completion of the undertaking of the Initial Project, as evidenced in the manner provided in Section 3.4 of the Loan

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Agreement and (B) with respect to any Additional Project, the date of substantial completion of the undertaking of such Additional Project, as evidenced in the manner provided in Section 3.4 of the Loan Agreement.

“Condemnation” means the taking of title to, or the use of, Property under the exercise of the power of eminent domain by any Governmental Authority.

“Construction Period” means, with respect to the Initial Project or any Additional Project, as the case may be, the period (A) beginning on the earlier of the Inducement Date or the Official Action Date relating thereto and (B) ending on the Completion Date relating thereto.

“Continuing Disclosure Agreement” means (A) with respect to the Initial Bonds, the Initial Continuing Disclosure Agreement and (B) with respect to any Series of Additional Bonds, any similar document executed by the College in connection with the issuance of such Series of Additional Bonds.

“Cost of the Project” means (A) with respect to the Initial Project, all those costs and items of expense relating thereto enumerated in Section 3.3(A) of the Loan Agreement incurred subsequent to the Inducement Date, including costs which the College incurred prior to the Inducement Date with respect to the Initial Project in anticipation of the issuance of the Initial Bonds and for which the College may be reimbursed from proceeds of the Initial Bonds pursuant to the provisions of the Initial Tax Regulatory Agreement, and (B) with respect to any Additional Project, all those costs and items of expense relating thereto enumerated in Section 3.3 of the Loan Agreement, including costs which the College incurred with respect to such Additional Project in anticipation of the issuance of the related Series of Additional Bonds and for which the College will be reimbursed from proceeds of the related Series of Additional Bonds pursuant to the provisions of the related Tax Documents.

“Debt Service Coverage Ratio” means the ratio of Operating Revenues Available for Debt Service

to Annual Debt Service. “Debt Service Payment” means, with respect to any Bond Payment Date, (A) the interest payable

on the Bonds on such Bond Payment Date, plus (B) the principal, if any, payable on the Bonds on such Bond Payment Date, plus (C) the premium, if any, payable on the Bonds on such Bond Payment Date, plus (D) the Sinking Fund Payments, if any, payable on the Bonds on such Bond Payment Date.

“Default Interest Rate” means the rate of interest equal to 9% per annum, or the maximum permitted by law, whichever is less.

“Defaulted Payment” shall have the meaning ascribed to such term in Section 207(C) of the Indenture.

“Defeasance Obligations” means (A) cash, or (B) direct obligations of the United States of America or of any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States, including, but not limited to, United States Treasury obligations.

“Depository” means, initially, The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State, or its nominee, or any other securities depository designated in any supplemental resolution of the Issuer to serve as securities depository for the Bonds that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a Book Entry System to record ownership of book entry interests in Bonds, and to effect transfers of book entry interests in Book Entry Bonds.

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“Depository Letter” means (A) with respect to the Initial Bonds, the Initial Depository Letter, and (B) with respect to any Series of Additional Bonds issued as Book Entry Bonds, any letter of representations by and among the Issuer, the Trustee and the Depository relating to such Series of Additional Bonds, and any amendments or supplements thereto entered into with respect thereto.

“Direct Participant” means a Participant as defined in the Depository Letter.

“Equipment” means, collectively, the Initial Equipment and any Additional Equipment.

“Enabling Act” means Section 1411 of the Not-For-Profit Corporation Law of the State of New York, as amended.

“Event of Default” means (A) with respect to the Indenture, any of those events defined as an Event of Default by the terms of Article VI of the Indenture, (B) with respect to the Loan Agreement, any of those events defined as an Event of Default by the terms of Article X of the Loan Agreement, and (C) with respect to any other Financing Document, any of those events defined as an Event of Default by the terms thereof.

“Extraordinary Services” and “Extraordinary Expenses” means all reasonable services rendered and all reasonable expenses incurred by the Trustee or any paying agent under the Indenture, other than Ordinary Services and Ordinary Expenses, including, but not limited to, reasonable attorney’s fees and any services rendered and any expenses incurred with respect to an Event of Default or with respect to the occurrence of an event which upon the giving of notice or the passage of time would ripen into an Event of Default under any of the Financing Documents.

“Facility” means the Initial Facility and any Additional Facilities.

“Final Maturity” means, with respect to any particular Bond, the final Stated Maturity of the principal due on such Bond, unless such Bond is called for redemption in whole prior to such date, in which case any such term shall mean the Redemption Date relating to such Bond.

“Financing Documents” means (A) with respect to the Initial Bonds, the Initial Financing Documents and (B) with respect to any Series of Additional Bonds, any similar documents executed by the College and/or the Issuer in connection with the issuance of such Series of Additional Bonds.

“Financing Statements” means any and all financing statements (including continuation statements) or other instruments filed or recorded from time to time to perfect the security interests created in the Financing Documents.

“Fund” means any Fund designated and created pursuant to Section 401 of the Indenture.

“Government Obligations” means (A) cash, (B) direct obligations of the United States of America, (C) obligations unconditionally guaranteed by the United States of America and (D) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in (B) or (C).

“Governmental Authority” means the United States of America, the State, any political subdivision thereof, any other state and any agency, department, commission, board, bureau or instrumentality of any of them.

“Gross Bond Proceeds” means, with respect to a Series of Bonds, “gross proceeds” as defined in Section 148(f)(6)(B) of the Code, presently including, without limitation, the original proceeds of such Series of Bonds, investment proceeds, amounts held in a sinking fund, amounts invested in a reasonably

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required reserve or replacement fund, certain investment-type property pledged as security for such Series of Bonds by the College or by the Issuer, amounts received with respect to the Loan Agreement relating to such Series of Bonds, any amounts used to pay Debt Service Payments on such Series of Bonds, and any amounts received as a result of investing any of the foregoing.

“Gross Proceeds” means one hundred percent (100%) of the proceeds of the transaction with respect to which such term is used, including, but not limited to, the settlement of any insurance claim or Condemnation award.

“Gross Revenues” means, to the maximum extent permitted by law, all receipts, revenues, income and other money received by or on behalf of the College derived from its operations, including all rights to receive the same, whether in the form of accounts receivable, contracts rights or other rights (including rights under policies of business interruption insurance but not under policies of casualty insurance), and proceeds of such rights, now owned or held or hereafter coming into existence; provided, however, that Gross Revenues shall not include (1) gifts, grants, bequests, donations and contributions restricted at the time of making thereof by the donor or maker thereof as being for certain specific purposes inconsistent with the payments required by Section 5.1 of the Loan Agreement and the income derived therefrom to the extent required by such restriction and (2) reimbursements paid by 301 Connecticut LLC to the College pursuant to the Master Lease Agreement dated as of February 1, 2019 by and between the College and 301 Connecticut LLC relating to costs of the Hub Facility advanced by the College on behalf of 301 Connecticut LLC.

“Guaranty” means the guaranty dated as of September 1, 2020 from the College to the Trustee, as

said guaranty may be amended or supplemented from time to time.

“Holder” or “holder”, when used with respect to a Bond, means Bondholder. “Hub Facility” means the educational facility to be constructed on the campus of the College. “Hub Facility Grants” means capital campaign funds and grant proceeds relating to the Hub Facility pledged by the College to the Bank pursuant to a pledge and security agreement dated January 3, 2020 by and between the College and the Bank relating to the January 2020 Bank Loan.

“Immediate Notice” means notice transmitted through a time-sharing terminal, if operative as between any two parties, or if not operative, same-day notice by telephone, telecopy or telex, followed by prompt written confirmation sent by overnight delivery.

“Indebtedness” means (A) the payment of the Debt Service Payments on the Bonds according to their tenor and effect, (B) all other payments due from the College or the Issuer to the Trustee pursuant to any Financing Document, (C) the performance and observance by the Issuer and the College of all of the covenants, agreements, representations and warranties made for the benefit of the Trustee pursuant to any Financing Document, (D) the monetary obligations of the College to the Issuer and its members, directors, officers, agents, servants and employees under the Loan Agreement and the other Financing Documents, and (E) all interest, penalties and late charges accruing on any of the foregoing.

“Indemnified Parties” shall mean the Trustee, the Issuer, the Underwriter and the payee and holder of any Initial Bond.

“Indenture” means the trust indenture dated as of September 1, 2020 by and between the Issuer and the Trustee, as said trust indenture may be amended or supplemented from time to time.

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“Independent Counsel” means an attorney or firm of attorneys duly admitted to practice law before the highest court of any state of the United States of America or in the District of Columbia and not a full-time employee of the College, the Issuer or the Trustee.

“Indirect Participant” means a Person utilizing the Book Entry System of the Depository by, directly or indirectly, clearing through or maintaining a custodial relationship with a Direct Participant.

“Inducement Date” means (A) with respect to the Initial Project, the date which is sixty (60) days prior to the earlier of (1) August 26, 2020 or (2) the date on which the College declared its official intent to reimburse expenditures made with respect to the Initial Project with proceeds of borrowed money, and (B) with respect to any Additional Project, the date which is sixty (60) days prior to the earlier of (1) the date on which the Issuer adopts an inducement resolution with respect to such Additional Project or (2) the date on which the College declares its official intent to reimburse expenditures made with respect to such Additional Project with proceeds of borrowed money.

“Initial Arbitrage Certificate” means the certificate dated the Closing Date for the Series 2020 Bonds executed by the Issuer and relating to certain requirements set forth in Section 148 of the Code applicable to the Series 2020A Bonds and the Initial Tax-Exempt Project Facility.

“Initial Bond Purchase Agreement” means the bond purchase agreement dated September __, 2020 by and among the Underwriter, the Issuer and the College relating to the purchase of the Initial Bonds by the Underwriter, as said bond purchase agreement may be amended or supplemented from time to time.

“Initial Bond Resolution” means the resolution of the members of the board of directors of the Issuer duly adopted on August 26, 2020 authorizing the Issuer to undertake the Initial Project, to issue and sell the Initial Bonds and to execute and deliver the Initial Financing Documents to which the Issuer is a party.

“Initial Bonds” means, collectively, the Series 2020A Bonds and the Series 2020B Bonds. “Initial Continuing Disclosure Agreement” means the continuing disclosure agreement dated as of

September __, 2020 by and between the College and the Trustee relating to the Initial Bonds, as said continuing disclosure agreement may be amended or supplemented from time to time.

“Initial Depository Letter” means any letter of representations by and among the Issuer and the Depository relating to the Initial Bonds, and any amendments or supplements thereto entered into with respect thereto.

“Initial Equipment” means all materials, machinery, equipment, fixtures or furnishings intended to be acquired with the proceeds of the Initial Bonds, or acquired with any payment which the College incurred in anticipation of the issuance of the Initial Bonds and for which the College will be reimbursed from the proceeds of the Initial Bonds, and such substitutions and replacements therefor and additions thereto as may be made from time to time pursuant to the Loan Agreement, including, without limitation, all of the Property described in Exhibit A attached to the Loan Agreement.

“Initial Facility” means all buildings (or portions thereof), improvements, structures and other related facilities, and improvements thereto, (A) located on the Initial Land, (B) financed or refinanced with the proceeds of the sale of the Initial Bonds or any payment which the College incurred in anticipation of the issuance of the Initial Bonds and for which the College will be reimbursed from the proceeds of the Initial Bonds or any payment made by the College pursuant to Section 3.5 of the Loan Agreement, and (C) not constituting a part of the Initial Equipment, all as they may exist from time to time.

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“Initial Financing Documents” means the Initial Bonds, the Indenture, the Loan Agreement, the Pledge and Assignment, the Pledge and Security Agreement, the Guaranty, the Initial Tax Documents, the Initial Underwriter Documents and any other document now or hereafter executed by the Issuer or the College in favor of the Holders of the Initial Bonds or the Trustee which affects the rights of the Holders of the Initial Bonds or the Trustee in or to the Initial Project Facility or the Gross Revenues or other collateral, in whole or in part, or which secures or guarantees any sum due under the Initial Bonds or any other Initial Financing Document, each as amended from time to time, and all documents related thereto and executed in connection therewith.

“Initial Land” means certain real property located on the Campus in the City of Buffalo, Erie County, New York, which is the site of the Initial Project.

“Initial Letter of Representation” means the letter of representation dated September __, 2020 by

and among the College, the Issuer and the Underwriter, pursuant to which the College will provide indemnification to the Issuer and the Underwriter relating to the issuance and sale of the Initial Bonds.

“Initial Official Statement” means the official statement delivered in connection with the sale of the Initial Bonds by the Underwriter.

“Initial Preliminary Official Statement” means the preliminary official statement delivered in connection with the sale of the Initial Bonds by the Underwriter.

“Initial Project” shall have the meaning assigned to such term in the fourth recital clause to the Indenture and the Loan Agreement.

“Initial Project Facility” shall have the meaning assigned to such term in the fourth recital clause to the Indenture and the Loan Agreement.

“Initial Tax Documents” means, collectively, the Initial Arbitrage Certificate and the Initial Tax

Regulatory Agreement. “Initial Tax-Exempt Project Facility” means the Initial Project Facility, excluding the HUB

Facility. “Initial Tax Regulatory Agreement” means the tax regulatory agreement dated the Closing Date

for the Initial Bonds executed by the College in favor of the Issuer and the Trustee regarding, among other things, the restrictions prescribed by the Code in order for interest on the Initial Bonds to be and remain excludable from the gross income of the Holders thereof for federal income tax purposes.

“Initial Underwriter Documents” means the Initial Bond Purchase Agreement, the Initial Letter of Representation, the Initial Continuing Disclosure Agreement, the Initial Preliminary Official Statement, the Initial Official Statement and any other document now or hereafter executed by the Issuer or the College in connection with the sale of the Initial Bonds by the Underwriter.

“Insurance and Condemnation Fund” means the fund so designated established pursuant to Section 401(A)(3) of the Indenture.

“Intercreditor Agreement” means the intercreditor agreement dated as of September 1, 2020 by and between the Trustee and the Bank, as acknowledged by the College, pursuant to which the liens held by the Bank under the New January 2020 Bank Loan Pledge and Security Agreement and the Trustee under the Pledge and Security Agreement, respectively, in the Gross Revenues will be on parity.

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“Interest Payment Date” means (A) with respect to the Initial Bonds, May 1 and November 1 of each year, commencing May 1, 2021, and (B) with respect to any Additional Bonds, the Stated Maturity of each installment of interest on such Additional Bonds, as set forth in the supplemental Indenture authorizing the issuance of such Series of Additional Bonds. In any case, the final Interest Payment Date of any Series of the Bonds shall be the Maturity Date relating thereto.

“Issuer” means (A) Buffalo and Erie County Industrial Land Development Corporation and its successors and assigns, and (B) any public instrumentality or political subdivision resulting from or surviving any consolidation or merger to which Buffalo and Erie County Industrial Land Development Corporation or its successors or assigns may be a party. “January 2020 Bank Loan” means the taxable loan in the original principal amount of $14,000,000 made on January 3, 2020 by the Bank to the College, the proceeds of which were used to finance a portion of the costs of the Hub Facility. “January 2020 Bank Loan Pledge and Security Agreement” shall have the meaning assigned to such term in Section 28 of the Pledge and Security Agreement. “July 2020 Bank Loan” means the taxable loan in the original principal amount of $12,000,000 made on July 24, 2020 by the Bank to the College, the proceeds of which were used to finance a portion of the costs of the Hub Facility.

“Land” means the Initial Land and any Additional Land.

“Letter of Representation” means the Initial Letter of Representation. “Lien” means any interest in Property securing an obligation owed to a Person, whether such

interest is based on the common law, statute or contract, and including but not limited to a security interest arising from a mortgage, security agreement, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” includes reservations, exceptions, encroachments, projections, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions and encumbrances, including but not limited to mechanics’, materialmen’s, warehousemen’s and carriers’ liens and other similar encumbrances affecting real property. For purposes hereof, a Person shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“Loan” means the loan by the Issuer of the proceeds received from the sale of the Bonds to the College pursuant to the provisions of the Loan Agreement.

“Loan Agreement” means the loan agreement dated as of September 1, 2020 by and between the Issuer and the College, as said loan agreement may be amended or supplemented from time to time.

“Loan Payments” means the amounts required to be paid by the College pursuant to the provisions of Section 5.1 of the Loan Agreement.

“Long-Term Indebtedness” means Indebtedness having an original maturity of greater than one (1) year or Indebtedness on which the College has an option to extend the maturity thereof for a period of greater than one (1) year beyond the date of the original incurrence thereof.

“Maturity Date” means, with respect to any Bond, the final Stated Maturity of the principal of such Bond.

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“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, its successors and

assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, with the consent of the College.

“Net Proceeds” means so much of the Gross Proceeds with respect to which that term is used as remain after payment of all fees for services, expenses, costs and taxes (including attorneys’ fees) incurred in obtaining such Gross Proceeds. “New January 2020 Bank Loan Pledge and Security Agreement” shall have the meaning assigned to such term in Section 2 of the Intercreditor Agreement.

“Nonexempt Person” or “Nonexempt Entity” means any Person other than (A) a state or local governmental entity or (B) a Person described in Section 501(c)(3) of the Code which has been recognized in writing by the Internal Revenue Service as being exempt from taxation under Sections 501(a) and Section 501(c)(3) of the Code.

“Office of the Trustee” means the corporate trust office of the Trustee specified in Section 1103 of the Indenture, or such other address as the Trustee shall designate pursuant to Section 1103 of the Indenture.

“Official Action Date” means the date that the College took action declaring the official intent of the College to reimburse expenditures relating to the Initial Project out of proceeds of debt obligations.

“Official Statement” means (A) with respect to the Initial Bonds, the Initial Official Statement, and (B) with respect to any Series of Additional Bonds, any similar document approved by the Issuer and the College in connection with the sale by the Underwriter of the related Series of Additional Bonds.

“Operating Revenues Available for Debt Service” means total unrestricted operating revenues, including funds made available for operations from endowment funds and from other temporarily restricted sources, minus total unrestricted expenses, excluding depreciation, amortization, and interest expenses as displayed in the College’s audited financial statements produced in accordance with GAAP then applicable to the College, and excluding (a) any gains or losses resulting from either the extinguishment of indebtedness, (b) the sale, exchange, or other disposition of capital assets not in the ordinary course of business, (c) any non-cash adjustment for changes in accounting estimates, changes in GAAP, or other non-cash adjustments made in accordance with GAAP, (d) extraordinary items, (e) any realized gains or losses on the sale of investments or interest exchange agreements, and (f) any unrealized gains/appreciation or losses/depreciation on the carrying value of investments or interest exchange agreements.

“Optional Redemption Premium” means the premium payable upon an optional redemption of the Bonds, as determined pursuant to Section 301(B) of the Indenture.

“Ordinary Services” and “Ordinary Expenses” means those reasonable services normally rendered with those reasonable expenses, including reasonable attorneys’ fees, normally incurred by a trustee or a paying agent, as the case may be, under instruments similar to the Indenture.

“Outstanding” means, when used with reference to the Bonds as of any date, all Bonds which have been duly authenticated and delivered by the Trustee under the Indenture, except:

(A) Bonds theretofore cancelled or deemed cancelled by the Trustee or theretofore delivered to the Trustee for cancellation;

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(B) Bonds for the payment or redemption of which moneys or Defeasance Obligations shall have been theretofore deposited with the Trustee (whether upon or prior to the maturity or Redemption Date of any such Bonds) in accordance with the Indenture (whether upon or prior to the maturity or Redemption Date of any such Bonds); provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form and substance to the Trustee shall have been filed with the Trustee; and

(C) Bonds in lieu of or in substitution for which other Bonds have been authenticated

and delivered under the Indenture. In determining whether the Owners of a requisite aggregate principal amount of Bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Bonds which are held by or on behalf of the College (unless all of the outstanding Bonds are then owned by the College) shall be disregarded for the purpose of any such determination. If the Indenture shall be discharged pursuant to Article X of the Indenture, no Bonds shall be deemed to be Outstanding within the meaning of this definition.

“Owner” or “owner”, when used with respect to a Bond, means the Registered Owner of such Bond, except that wherever appropriate the term “Owner” shall mean the owner of such Bond for federal income tax purposes. “Parity Obligations” means Long-Term Indebtedness of the College incurred in accordance with Section 9 of the Pledge and Security Agreement, including but not limited to obligations of the College to one or more commercial banks or financial institutions obligated to contribute to making loans, purchasing bonds or otherwise making funds available as security for the payment of the principal and interest when due on Long-Term Indebtedness of the College.

“Participant” shall have the meaning assigned to such term in Section 213(B) of the Indenture.

“Paying Agent” means the Trustee, acting as such, and any additional paying agent for the Bonds appointed pursuant to Article VII of the Indenture, their respective successors and any other corporation that may at any time be substituted in their respective places pursuant to the Indenture.

“Permitted Encumbrances” means (A) utility, access and other easements, rights of way, restrictions, encroachments and exceptions that benefit or do not materially impair the utility or the value of the Property affected thereby for the purposes for which it is intended, (B) mechanics’, materialmen’s, warehousemen’s, carriers’ and other similar Liens, (C) Liens for taxes, assessments and utility charges (1) to the extent permitted by Section 6.2(B) of the Loan Agreement, or (2) at the time not delinquent, (D) any Lien on the Project Facility or the Hub Facility obtained through any Financing Document, (E) any Lien on the Project Facility or the Hub Facility in favor of the Trustee, (F) any lease of the Project Facility or the Hub Facility permitted by the Tax Documents, (G) any Lien on the Project Facility or the Hub Facility approved or granted by the College, (H) any Lien permitted under the Pledge and Security Agreement and (I) any Lien securing Parity Obligations.

“Person” means an individual, partnership, corporation, limited liability company, trust, unincorporated organization or Governmental Authority.

“Plans and Specifications” means: (A) with respect to the Initial Project, the description of the Initial Project Facility appearing in the fourth recital clause to the Indenture and the Loan Agreement; and (B) with respect to any Additional Project, (1) as to the Issuer, the description of such Additional Project appearing in the Issuer’s preliminary inducement resolution relating thereto, and (2) as to the Trustee, the

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plans and specifications for such Additional Project prepared by the College, and all amendments and modifications thereof made by approved change orders; and, if an item for the construction of the Additional Facility is not specifically detailed in the aforementioned plans and specifications, but rather is described by way of manufacturer’s or supplier’s or contractor’s shop drawings, catalog references or similar descriptions, the term also includes such shop drawings, catalog references and descriptions.

“Pledge and Assignment” means the pledge and assignment dated as of September 1, 2020 from the Issuer to the Trustee, and acknowledged by the College, pursuant to which the Issuer has assigned to the Trustee its rights under the Loan Agreement (except the Unassigned Rights), as said pledge and assignment may be amended or supplemented from time to time.

“Pledge and Security Agreement” means the pledge and security agreement dated as of September 1, 2020 from the College to the Trustee, pursuant to which the College grants a subordinate security interest in the Gross Revenues to the Trustee, subject to the Senior Security Interest, as said pledge and security agreement may be amended or supplemented from time to time.

“Predecessor Bonds” of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond; and, for purposes of this definition, any Bond authenticated and delivered under Section 205 of the Indenture in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond.

“Preliminary Official Statement” means (A) with respect to the Initial Bonds, the Initial Preliminary Official Statement, and (B) with respect to any Series of Additional Bonds, any similar document approved by the Issuer and the College for use in connection with the issuance of the related Series of Additional Bonds.

“Principal Payment Date” means (A) with respect to the Initial Bonds, each Interest Payment Date on which a Sinking Fund Payment is due on the Bonds, and the Maturity Date of each of the Initial Bonds, and (B) with respect to any Additional Bonds, the Stated Maturity of each installment of principal due on such Additional Bonds. “Prior Bonds” means, collectively, the Series 2008 Bonds and the Series 2012 Bonds. “Prior Bonds Notice and Acknowledgment” means the notice and acknowledgment dated the Closing Date by and among the College, the Prior Issuer, the Prior Trustee and KeyBank, N.A., as holder of the Prior Bonds. “Prior Issuer” means the Dormitory Authority of the State of New York. “Prior Projects” means, collectively, the Series 2008 Project and the Series 2012 Project. “Prior Trustee” means U.S. Bank National Association.

“Project” means (A) with respect to the Initial Bonds, the Initial Project, and (B) with respect to any Series of Additional Bonds, the Additional Project with respect to which such Series of Additional Bonds were issued.

“Project Costs” means Costs of the Project.

“Project Facility” means, collectively, the Initial Project Facility, excluding the Hub Facility, and all Additional Project Facilities.

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“Project Fund” means the fund so designated established pursuant to Section 401(A)(1) of the Indenture.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Rating Agency” means Moody’s, if the Bonds are rated by Moody’s at the time, and Standard & Poor’s, if the Bonds are rated by Standard & Poor’s at the time, and their successors and assigns.

“Rebate Amount” shall have the meaning assigned to such term in the Tax Documents.

“Rebate Fund” means the fund so designated established pursuant to Section 401(A)(4) of the Indenture.

“Rebate Fund Earnings Account” means the special account so designated within the Rebate Fund established pursuant to Section 401(A)(5)(b) of the Indenture.

“Rebate Fund Principal Account” means the account so designated within the Rebate Fund established pursuant to Section 401(A)(5)(a) of the Indenture.

“Record Date” means either a Regular Record Date or a Special Record Date.

“Redemption Date” means, when used with respect to a Bond, the date upon which a Bond is scheduled to be redeemed pursuant to the Indenture.

“Redemption Price” means, when used with respect to a Bond, the principal amount thereof plus the applicable premium, if any, payable upon the prior redemption thereof pursuant to the provisions of the Indenture and such Bond.

“Regular Record Date” means, with respect to the interest and any Sinking Fund Payment or principal payment due on the Bonds on or prior to maturity payable on any Bond on any Interest Payment Date, the fifteenth (15th) day (whether or not a Business Day) of the calendar month preceding the calendar month in which such Interest Payment Date occurs.

“Request for Disbursement” means a request from the College, as agent of the Issuer, signed by an Authorized Representative of the College, stating the amount of the disbursement sought and containing the statements, representations and other items required by Article IV of the Indenture and by Section 3.3 of the Loan Agreement, which Request for Disbursement shall be in substantially the forms of Exhibit A and Exhibit B attached to the Indenture.

“Requirement” or “Local Requirement” means any law, ordinance, order, rule or regulation of a Governmental Authority.

“Reserve Fund” means the fund so designated established pursuant to Section 401(A)(4) of the Indenture.

“Reserve Fund Requirement” means, (A) with respect to the Initial Bonds, an amount which shall not exceed the lesser of (1) ten percent (10%) of the original issue price of the Initial Bonds, (2) one hundred percent (100%) of the Maximum Annual Debt Service with respect to the Outstanding Initial Bonds in the then current or any future Bond Year, (3) one hundred twenty-five percent (125%) of the average Annual Debt Service with respect to the Outstanding Initial Bonds, or (4) the maximum amount that may, in the opinion of Bond Counsel, be held in the Reserve Fund with respect to the Initial Bonds and (B) with respect

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to any series of Additional Bonds, an amount which shall not exceed the lesser of (1) ten percent (10%) of the original issue price of such series of Additional Bonds, (2) one hundred percent (100%) of the Maximum Annual Debt Service with respect to the Outstanding Bonds of such series of Additional Bonds in the then current or any future Bond Year, (3) one hundred twenty-five percent (125%) of the average Annual Debt Service with respect to the Outstanding Bonds of such series of Additional Bonds, or (4) the maximum amount that may, in the opinion of Bond Counsel, be held in the Reserve Fund with respect to such series of the Additional Bonds.

“Securities Laws” means the Securities Act of 1933, as amended, and all other securities laws of the United States of America or the State to the extent that such laws may now or hereafter be applicable to or affect the issuance, sale and delivery of the Bonds and any transfer or resale thereof.

“SEQRA” means Article 8 of the Environmental Conservation Law of the State and the statewide

and local regulations thereunder. “Senior Security Holder” means the Bank.

“Senior Security Interest” shall have the meaning given to such term in Section 28 of the Pledge

and Security Agreement.

“Series” or “Series of Bonds” means all of the Bonds of a single series authenticated and delivered pursuant to the Indenture.

“Series 2008 Bonds” means the Dormitory Authority of the State of New York D’Youville College Revenue Bonds, Series 2008 issued on December 10, 2008 in the aggregate principal amount of $26,710,000.

“Series 2008 Project” shall have the meaning assigned to such term in the fourth recital clause to

the Indenture and the Loan Agreement. “Series 2012 Bonds” means the Dormitory Authority of the State of New York D’Youville College

Revenue Bonds, Series 2012 issued on April 25, 2012 in the aggregate principal amount of $9,355,000.

“Series 2012 Project” shall have the meaning assigned to such term in the fourth recital clause to the Indenture and the Loan Agreement.

“Series 2020A Bonds” means the Issuer’s Revenue Bonds (D’Youville College Project), Series

2020A in the aggregate principal amount of $32,740,000, issued pursuant to the Bond Resolution and Article II of the Indenture and sold to the Underwriter pursuant to the provisions of the Bond Purchase Agreement, in substantially the form attached to the Indenture as Schedule I thereto, and any Bonds issued in exchange or substitution therefor.

“Series 2020A Project Account” means the account so designated within the Project Fund established pursuant to Section 401(A)(1)(a) of the Indenture.

“Series 2020B Bonds” means the Issuer’s Revenue Bonds (D’Youville College Project), Series

2020B (Taxable) in the aggregate principal amount of $13,335,000, issued pursuant to the Bond Resolution and Article II of the Indenture and sold to the Underwriter pursuant to the provisions of the Bond Purchase Agreement, in substantially the form attached to the Indenture as Schedule II thereto, and any Bonds issued in exchange or substitution therefor.

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“Series 2020B Project Account” means the account so designated within the Project Fund established pursuant to Section 401(A)(1)(b) of the Indenture.

“Short-Term Indebtedness” means any Indebtedness that is not Long-Term Indebtedness.

“Sinking Fund Payments” means (A) with respect to the Initial Bonds, the sinking fund redemption payments due on the Initial Bonds pursuant to Section 301(C) of the Indenture and (B) with respect to any Additional Bonds, the sinking fund redemption payments (if any) required pursuant to the supplemental Indenture authorizing issuance of such Additional Bonds.

“Special Record Date” means a date for the payment of any Defaulted Payment on the Bonds fixed by the Trustee pursuant to Section 207(C) of the Indenture.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors and assigns, and, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee, with the consent of the College.

“State” means the State of New York.

“Stated Maturity” means, when used with respect to any Bond or any installment of interest thereon, the date specified in such Bond as the fixed date on which the principal of such Bond or such installment of interest on such Bond is due and payable.

“Substantial User” means any Person constituting a “substantial user” within the meaning ascribed to such term in Section 147(a) of the Code.

“Supplemental Indenture” means any indenture supplemental to or amendatory of the Indenture executed by the Issuer in accordance with Article VIII of the Indenture.

“Tax Documents” means, collectively, (A) with respect to the Initial Bonds, the Initial Tax Documents and (B) with respect to any Series of Additional Bonds intended to be issued as Tax-Exempt Bonds, any similar documents executed by the Issuer and/or the College in connection with the issuance of such Series of Additional Bonds.

“Tax-Exempt Bond” means any Bond issued as an obligation of the Issuer, the interest on which is intended to be excluded from the gross income of the Holder thereof for federal income tax purposes pursuant to Section 103 and Section 145 of the Code, including but not limited to the Initial Bonds.

“Tax Regulatory Agreement” means (A) with respect to the Initial Bonds, the Initial Tax Regulatory Agreement and (B) with respect to any Series of Additional Bonds intended to be issued as Tax-Exempt Bonds, any similar document executed by the College in connection with the issuance and sale of such Series of Additional Bonds.

“Term Bonds” means Bonds having a single stated maturity for which Sinking Fund Installments are specified in Section 301(C) of the Indenture (or, if such Bonds are Additional Bonds, in the supplemental indenture authorizing the issuance of such Bonds).

“Termination of Loan Agreement” means a termination of Loan Agreement by and between the College, as borrower, and the Issuer, as lender, intended to evidence the termination of the Loan Agreement, substantially in the form attached as Exhibit B to the Loan Agreement.

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“Trust Estate” means all Property which may from time to time be subject to a Lien in favor of the

Trustee created by the Indenture or any other Financing Document.

“Trust Revenues” means (A) all payments of loan payments made or to be made by or on behalf of the College under the Loan Agreement (except payments made with respect to the Unassigned Rights), (B) all other amounts pledged to the Trustee by the Issuer or the College to secure the Bonds or performance of their respective obligations under the Loan Agreement and the Indenture, (C) the Net Proceeds (except proceeds with respect to the Unassigned Rights) of insurance settlements and Condemnation awards with respect to the Project Facility, (D) moneys and investments held from time to time in each fund and account established under the Indenture and all investment income thereon, except (1) moneys and investments held in the Rebate Fund, (2) moneys deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, (3) unclaimed funds held under Section 408 of the Indenture, and (4) as specifically otherwise provided, and (E) all other moneys received or held by the Trustee for the benefit of the Bondholders pursuant to the Indenture. Notwithstanding anything to the contrary, amounts held in the Rebate Fund shall not be considered Trust Revenues and shall not be subject to the Lien of the Indenture, and amounts held therein shall not secure any amount payable on the Bonds.

“Trustee” means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, or any successor trustee or co-trustee acting as trustee under the Indenture.

“Unassigned Rights” means (A) the rights of the Issuer granted pursuant to Sections 2.2, 3.1, 3.2, 3.3, 3.7, 4.4, 5.1(B)(2), 5.1(C), 6.1, 6.2, 6.3, 6.4, 6.5, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.11, 8.14, 8.16, 8.17, 8.18, 9.1, 9.2, 11.1, 11.4, 11.8 and 11.10 of the Loan Agreement, (B) the moneys due and to become due to the Issuer for its own account or the members, directors, officers, agents (other than the College), servants and employees of the Issuer for their own account pursuant to Sections 2.2, 5.1(B)(2), 5.1(C), 6.4(B), 8.2, 10.2 and 10.4 of the Loan Agreement, and (C) the right to enforce the foregoing pursuant to Article X of the Loan Agreement. Notwithstanding the preceding sentence, to the extent the obligations of the College under the Sections of the Loan Agreement listed in (A), (B) and (C) above do not relate to the payment of moneys to the Issuer for its own account or to the members, officers, directors, agents (other than the College), servants and employees of the Issuer for their own account, such obligations, upon assignment of the Loan Agreement by the Issuer to the Trustee pursuant to the Pledge and Assignment, shall be deemed to and shall constitute obligations of the College to the Issuer and the Trustee, jointly and severally, and either the Issuer or the Trustee may commence an action to enforce the College’s obligations under the Loan Agreement.

“Underwriter” means (A) with respect to the Initial Bonds, KeyBanc Capital Markets, as underwriter and original purchaser of the Initial Bonds on the Closing Date relating thereto, and (B) with respect to any Series of Additional Bonds, the original purchaser of such Series of Additional Bonds on the Closing Date relating thereto.

“Underwriter Documents” means, collectively, (A) with respect to the Initial Bonds, the Initial Underwriter Documents and (B) with respect to any Additional Bonds, any similar documents executed by the Issuer and/or the College in connection with the issuance of such Additional Bonds.

“Yield”, when used with respect to the Initial Bonds, shall have the meaning assigned to such term

in the Initial Tax Regulatory Agreement. “2014 Bank Loan” means the taxable loan in the original principal amount of $17,000,000 made on August 27, 2014 by the Bank to the College, the proceeds of which were used to finance the costs of the 2014 Facility.

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“2014 Facility” shall have the meaning assigned to such term in the fourth recital clause to the Indenture.

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

The following summarizes certain provisions of the Indenture to which reference is made for the

detailed provisions thereof. Certain provisions of the Indenture are also described in the Official Statement under the captions “INTRODUCTORY STATEMENT”, “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “THE BONDS”.

The Bonds will be issued under and secured by the Indenture. Reference is made to the Indenture for complete details of the terms thereof. The following is a brief summary of certain provisions of the Indenture and should not be considered a full statement thereof. Restriction on Issuance of Bonds (Section 201)

Except for substitute Bonds and Additional Bonds issued pursuant to the Indenture, the total aggregate principal amount of Bonds that may be issued under the Indenture is expressly limited to $__________. Limited Obligations (Section 202)

The Bonds, together with the premium, if any, and interest thereon, will be limited obligations of the Issuer payable, with respect to the Issuer, solely from the Trust Revenues, which Trust Revenues are pledged and assigned for the equal and ratable payment of all sums due under the Bonds, and will be used for no other purpose than to pay the principal of, premium, if any, on and interest on the Bonds, except as may be otherwise expressly provided in the Indenture.

THE BONDS ARE NOT AND SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR OF ERIE COUNTY, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR ERIE COUNTY, NEW YORK SHALL BE LIABLE THEREON. THE BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR ERIE COUNTY, NEW YORK.

No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Bond or for any claim based thereon or on the Indenture against any past, present or future member, officer, employee or agent (other than the College), as such, of the Issuer or of any predecessor or successor corporation, either directly or through the Issuer or otherwise, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise. Delivery of Initial Bonds (Section 210)

Upon the execution and delivery of the Indenture, the Issuer will execute and deliver the Initial Bonds (including a reasonable number of additional Initial Bonds to be retained by the Trustee for authentication and delivery upon transfer or exchange of any Initial Bond) to the Trustee, and the Trustee will authenticate and deliver the Initial Bonds to the purchasers thereof against payment of the purchase price therefor, plus accrued interest to the day preceding the date of delivery, upon receipt by the Trustee of the following:

(1) a certified copy of the Initial Bond Resolution;

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(2) executed counterparts of the Indenture, the Loan Agreement and the other Initial

Financing Documents;

(3) a request and authorization to the Trustee on behalf of the Issuer signed by an Authorized Representative of the Issuer to deliver the Initial Bonds to or upon the order of the Underwriter upon payment to the Trustee for the account of the Issuer of the purchase price therefor specified in such request and authorization;

(4) signed copies of the opinions of counsel to the Issuer, the College and the Trustee,

and of Bond Counsel, as required by the Initial Bond Purchase Agreement;

(5) the certificates and policies, if available, of the insurance required by the Loan Agreement;

(6) evidence that a completed Internal Revenue Service Form 8038 with respect to the

Series 2020A Bonds has been signed by the Issuer; and

(7) such other documents as the Trustee or Bond Counsel may reasonably require. Additional Bonds (Section 214)

So long as the Loan Agreement is in full force and effect and no Event of Default exists thereunder or under the Indenture (and no event exists which, upon notice or lapse of time or both, would become an Event of Default thereunder or under the Indenture), the Issuer may, upon a request from the College complying with the provisions of the Indenture, issue one or more series of Additional Bonds to provide funds to pay any one or more of the following: (1) costs of completion of the Project Facility in excess of the amount in the Project Fund; (2) costs of any Additional Project; (3) costs of refunding or advance refunding any or all of the Bonds previously issued; (4) costs of making any modifications, additions or improvements to the Project Facility that the College may deem necessary or desirable; (5) providing funds in excess of Net Proceeds to repair, relocate, replace, rebuild or restore the Project Facility in the event of damage, destruction or taking by eminent domain; and/or (6) costs of the issuance and sale of the Additional Bonds, capitalized interest, funding debt service reserves, and other costs reasonably related to any of the foregoing. Additional Bonds may mature at different times, bear interest at different rates and otherwise vary from the Initial Bonds authorized under the Indenture, all as may be provided in the supplemental Indenture authorizing the issuance of such Additional Bonds.

Prior to the execution of a supplemental Indenture authorizing the issuance of Additional Bonds, the Issuer must deliver certain documents set forth in the Indenture to the Trustee, including:

(1) (a) an amendment to the Loan Agreement which shall provide, among other things, that the basic Loan Payments payable under the Loan Agreement shall be increased and computed so as to at least equal to the sum of the total Debt Service Payments due on the Initial Bonds and all Additional Bonds and all other costs in connection with the Project, the Project Facility and all Additional Projects covered thereby;

(2) evidence that the Financing Documents, as amended or supplemented in

connection with the issuance of the Additional Bonds, provide that (a) the Bonds referred to therein shall mean and include the Additional Bonds being issued as well as the Initial Bonds originally issued under the Indenture and any Additional Bonds theretofore issued, and (b) the Project Facility referred to in the Financing Documents includes any Additional Facilities being financed;

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(3) a copy of the resolution of the board of trustees of the College, duly certified by the secretary or assistant secretary of the College, which approves the issuance of the Additional Bonds and authorizes the execution and delivery by the College of the amendments to the Financing Documents described in paragraphs (1) and (2) above;

(4) a written opinion of counsel to the College which shall state that (i) the

amendments and supplements to the Financing Documents described in paragraphs (1) and (2) above have been duly authorized, executed and delivered by the College, (ii) the Financing Documents, as amended and supplemented to the Closing Date for such Additional Bonds, constitute legal, valid and binding obligations of the College enforceable against the College in accordance with their respective terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance, and (iii) all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with;

(5) a copy of the resolution of the members of the board of directors of the Issuer, duly

certified by the secretary or assistant secretary of the Issuer, authorizing the issuance of the Additional Bonds and the execution and delivery by the Issuer of the amendments to the Financing Documents described in paragraph (1) and paragraph (2) above to be executed by the Issuer in connection therewith;

(6) an opinion of counsel to the Issuer stating that the amendments and supplements

to the Financing Documents described above have been duly authorized and lawfully executed and delivered on behalf of the Issuer; and that such amendments and supplements to the Financing Documents are in full force and effect and are valid and binding upon the Issuer, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance;

(7) an opinion of Bond Counsel stating that, in the opinion of such Bond Counsel, the

Issuer is duly authorized and entitled to issue such Additional Bonds and that, upon the execution, authentication and delivery thereof, such Additional Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Issuer, enforceable in accordance with their terms, subject to the standard exceptions with respect to bankruptcy laws, equitable remedies and specific performance; that the issuance of the Additional Bonds will not, in and of itself, adversely affect the validity of the Initial Bonds originally issued under the Indenture or any Additional Bonds theretofore issued or the exclusion of the interest payable on the Initial Bonds and any Additional Bonds theretofore issued as Tax-Exempt Bonds from the gross income of the Holders thereof for federal income tax purposes; and that all conditions precedent provided for in the Indenture to the issuance, execution and delivery of the Additional Bonds have been complied with;

(8) written evidence from each Rating Agency, if any, by which the Bonds are then

rated, to the effect that the issuance of such Additional Bonds will not, by itself, result in a reduction or withdrawal of the rating(s) on the Outstanding Bonds applicable immediately prior to the issuance of the Additional Bonds;

(9) a written order to the Trustee executed by an Authorized Representative of the

Issuer requesting that the Trustee authenticate and deliver the Additional Bonds to the purchasers therein identified;

(10) written evidence from the College that the Debt Service Coverage Ratio set forth

in the Guaranty would be satisfied after taking into account the debt service on the Additional Bonds for the then current Fiscal Year or next succeeding Fiscal Year, whichever is greater; and

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(11) such other documents as the Trustee may reasonably request.

Each series of Additional Bonds shall be equally and ratably secured under the Indenture with the Initial Bonds issued on the Closing Date and with all other series of Additional Bonds, if any, previously issued under the Indenture, without preference, priority or distinction of any Bond over any other Bond.

The consent of the Holders of the Bonds shall not be required prior to the issuance of Additional Bonds, or to the execution and delivery of any amendments to the Financing Documents required in connection therewith. The College shall provide to the Trustee the following: (1) a notice of the proposed issuance of such series of Additional Bonds; and (2) a proposed form of notice to be sent to the Holders of the Bonds and each Rating Agency, if any, by which the Bonds are then rated of the proposed issuance of the Additional Bonds (a “Notice to Holders”), detailing, at least, the aggregate principal amount of such Additional Bonds, and summarizing the nature of the amendments to the Financing Documents proposed to be executed in connection therewith. Within five Business Days of receipt of the foregoing, the Trustee shall mail the Notice to Holders to the Holders of the Bonds and each Rating Agency, if any, by which the Bonds are then rated of the proposed issuance of the Additional Bonds. Establishment of Funds (Section 401)

The Indenture creates four trust funds (and various accounts therein) to be held by the Trustee: (1) the Project Fund and, within the Project Fund, the following special accounts: (a) the Series 2020A Project Account; (b) the Series 2020B Project Account; and (c) an additional, separate account for each series of Additional Bonds, each such additional account to be known as the “Series ____ Project Account”, with the blank to be filled in with the same series designation as borne by the related series of Additional Bonds; (2) the Bond Fund; (3) the Insurance and Condemnation Fund; (4) the Reserve Fund; and (5) the Rebate Fund, and, within the Rebate Fund, the following special accounts: (a) the Rebate Fund Principal Account and (b) the Rebate Fund Earnings Account.

All moneys required to be deposited with or paid to the Trustee under any provision of the Indenture (1) shall be held by the Trustee in trust, and (2) (except for moneys held by the Trustee (a) for the redemption of Bonds, notice of redemption of which has been duly given, (b) as unclaimed monies under Section 408 of the Indenture or (c) in the Rebate Fund) shall, while held by the Trustee, constitute part of the Trust Revenues and be subject to the Lien of the Indenture. Moneys which have been deposited with, paid to or received by the Trustee for the redemption of a portion of the Bonds or for the payment of Bonds or interest thereon due and payable otherwise than upon acceleration by declaration, shall be held in trust for and be subject to a Lien in favor of only the Holders of such Bonds so redeemed or so due and payable.

Moneys held in the Rebate Fund shall not be subject to a security interest, pledge, assignment, Lien or charge in favor of the Trustee or any other Person. Application of Proceeds of Initial Bonds (Section 402)

The Issuer shall deposit with the Trustee all of the proceeds from the sale of the Initial Bonds, including accrued interest payable on the Initial Bonds. The Trustee shall deposit the proceeds from the sale of the Initial Bonds as follows: (1) the Trustee shall deposit the portion of the proceeds of the sale of the Initial Bonds representing accrued interest on the Initial Bonds, if any, into the Bond Fund; (2) the Trustee shall deposit the portion of the proceeds of the sale of the Initial Bonds representing the Reserve Fund Requirement with respect to the Initial Bonds into the Reserve Fund; (3) the Trustee shall deposit the remainder of the proceeds of the sale of the Initial Bonds into the Series 2020A Project Account of the Project Fund; and (4) the Trustee shall deposit the remainder of the proceeds of the sale of the Series 2020B Bonds into the Series 2020B Project Account of the Project Fund.

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The proceeds of any Additional Bonds shall be deposited as provided in the supplement to the Indenture authorizing the issuance of such Additional Bonds. Transfers of Trust Revenues to Funds (Section 403)

Commencing on the first date on which Loan Payments are received from the College pursuant to Section 5.1(A) of the Loan Agreement, and thereafter, the Trustee shall deposit such payments, upon the receipt thereof, into the Bond Fund, as provided in Section 405(A) of the Indenture. The Net Proceeds of any insurance settlement or Condemnation award received by the Trustee shall, upon receipt thereof, be deposited into the Insurance and Condemnation Fund. Any amount received by the Trustee from the College pursuant to Section 5.1(B)(3) or Section 5.1(B)(4) of the Loan Agreement shall be deposited into the Reserve Fund. The Project Fund (Section 404)

In addition to moneys deposited in the Project Fund from the proceeds of the sale of the Bonds, there shall be deposited into the Project Fund all other moneys received by the Trustee under or pursuant to the Indenture or the other Financing Documents which, by the terms thereof, are to be deposited in the Project Fund. Moneys on deposit in the Project Fund with respect to the Initial Bonds shall be disbursed and applied by the Trustee to pay the Costs of the Project relating to the Initial Project pursuant to the provisions of Section 3.3 of the Loan Agreement and this Section and, with respect to the Series 2020A Bonds, the Initial Tax Regulatory Agreement. Moneys on deposit in the Project Fund with respect to the Additional Bonds shall be disbursed in accordance with the provisions of the supplemental Indenture authorizing issuance of such Additional Bonds.

On the Closing Date, or as soon thereafter as is practicable following execution and delivery of the

Prior Bonds Notice and Acknowledgment, the Trustee shall transfer to the Prior Trustee, from the moneys on deposit in the Project Fund, a portion of the proceeds of the Initial Bonds which, together with certain funds on deposit with the Prior Trustee, shall be used by the Prior Trustee to redeem the Prior Bonds on the Closing Date.

The Trustee is authorized and directed to disburse the moneys from the Project Fund relating to the

Initial Bonds within thirty (30) days of the issuance of the Initial Bonds upon receipt by the Trustee of a Request for Disbursement, certified to by an Authorized Representative of the College in accordance with the applicable provisions of the Indenture and the Loan Agreement and, with respect to the Series 2020A Bonds, the Initial Tax Regulatory Agreement.

Moneys on deposit in the Project Fund may be invested in Authorized Investments in accordance with the provisions of the Indenture. All interest and other income accrued and earned on amounts held in the Project Fund shall be deposited by the Trustee into the appropriate account of the Project Fund related to such monies and may be used to pay the Costs of the Project related to such account.

Except for any amount retained for the payment of incurred and unpaid items of the Cost of the Project, after the Completion Date related to a particular Project, all moneys in the related account in the Project Fund (in excess of any amount required to be transferred to the Rebate Fund pursuant to the Indenture and the Tax Documents) shall be transferred from the Project Fund to the Bond Fund or an escrow fund to be created by the Trustee at the written direction of the College, to be applied to the defeasance of a portion of the Bonds then Outstanding pursuant to the provisions of the Tax Documents.

In the event the unpaid principal amount of the Bonds is accelerated upon the occurrence of an Event of Default, the balance in the Project Fund (in excess of any amount required to be transferred to the Rebate Fund pursuant to the Indenture and the Tax Documents) will be transferred from the Project Fund

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to the Bond Fund as soon as possible and will be used to pay the principal of, premium, if any, on and interest on the Bonds.

The Trustee shall maintain adequate records pertaining to the Project Fund and all disbursements therefrom and, upon request of the Issuer or the College, shall file an accounting thereof with the Issuer and the College. The Bond Fund (Section 405)

In addition to the moneys deposited into the Bond Fund (1) from the proceeds of the sale of the Bonds pursuant to Section 402 of the Indenture and (2) pursuant to Sections 403, 404 and 410 of the Indenture, there shall be deposited into the Bond Fund (a) all Loan Payments received from the College under the Loan Agreement (except payments made with respect to the Unassigned Rights, which shall be paid to the Issuer), (b) any amount in the Insurance and Condemnation Fund directed to be paid into the Bond Fund under Section 406 of the Indenture, (c) any amounts received from the College pursuant to Section 3.6 of the Loan Agreement, (d) all prepayments by the College in accordance with Section 5.3 of the Loan Agreement in connection with which notice has been given to the Trustee pursuant to Section 302 of the Indenture, (e) all moneys held in the Reserve Fund which are in excess of the amount required to be held in the Reserve Fund as of such date, and (f) all other moneys received by the Trustee under and pursuant to the Indenture or the other Financing Documents which by the terms thereof are to be deposited into the Bond Fund, or are accompanied by directions from the College or the Issuer that such moneys are to be paid into the Bond Fund.

Moneys on deposit in the Bond Fund may be invested in Authorized Investments in accordance with the provisions of the Indenture. All interest and other income accrued and earned on moneys on deposit in the Bond Fund will be deposited by the Trustee in the Bond Fund.

On the Business Day immediately following a Bond Payment Date, if any amounts remain in the Bond Fund, such amounts in the Bond Fund shall be transferred, to the extent necessary, to the Reserve Fund, until the amount held in the Reserve Fund is at least equal to the Reserve Fund Requirement. Once all transfers provided in this paragraph have been made, the Trustee shall inform the College of the amount remaining in the Bond Fund, and such moneys shall be applied by the Trustee to the Debt Service Payments due on the following Bond Payment Date.

The Insurance and Condemnation Fund (Section 406)

The Net Proceeds resulting from any insurance settlement or Condemnation award received by the Trustee in connection with damage to or destruction of or the taking of part or all of the Project Facility, together with any other amounts so required to be deposited therein under the Loan Agreement, shall be deposited into the Insurance and Condemnation Fund.

If, pursuant to the Loan Agreement, following damage to or Condemnation of all or a portion of the Project Facility, (1) the College exercises its option not to repair, rebuild or restore the Project Facility and to provide for the defeasance and/or redemption of the Bonds, or (2) if a taking in Condemnation as described in Section 7.2(C) of the Loan Agreement occurs, the Trustee shall (after any transfer to the Rebate Fund required pursuant to the Indenture and the Tax Documents is made) transfer all moneys held in the Insurance and Condemnation Fund to an escrow fund to be created by the Trustee at the written direction of the College, to be applied to the defeasance and/or redemption of the Tax-Exempt Bonds then Outstanding pursuant to the provisions of the Tax Documents, except as provided in Section 410 of the Indenture.

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If, following damage to or Condemnation of all or a portion of the Project Facility, the College elects to repair, rebuild or restore the Project Facility, and provided no Event of Default under the Indenture or under any other Financing Document has occurred and is continuing, moneys held in the Insurance and Condemnation Fund and attributable to the damage to or the destruction or taking of the Project Facility (after any transfer to the Rebate Fund required by the Indenture and the Tax Documents is made) will be applied to pay the costs of such repairs, rebuilding or restoration in accordance with the Indenture.

If the cost of the repairs, rebuilding or restoration of the Project Facility effected by the College shall be less than the amount in the Insurance and Condemnation Fund, then on the completion of such repairs, rebuilding or restoration, the Trustee shall transfer such difference to the Bond Fund and use such amounts so transferred to provide for the defeasance of the Bonds in accordance with the Tax Documents; provided that such amounts may be transferred to the College for its purposes if (1) the College so requests and (2) the College furnishes to the Trustee an opinion of Bond Counsel to the effect that payment of such moneys to the College will not, in and of itself, adversely affect the exclusion of the interest paid or payable on the Tax-Exempt Bonds from gross income for federal income tax purposes. The Rebate Fund (Section 407)

The Trustee shall make information regarding the Bonds and investments under the Indenture available to the College. If a deposit to the Rebate Fund is required as a result of the computations made or caused to be made by the College, the Trustee shall upon receipt of written direction from the College accept such payment for the benefit of the College. If amounts in excess of that required to be rebated to the United States of America accumulate in the Rebate Fund, the Trustee shall upon written direction from the Authorized Representative of the College transfer such amount to the College. Records of the determinations required by this Section and the instructions must be retained by the Trustee until six years after the Tax-Exempt Bonds are no longer outstanding. Any provision of the Indenture to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien under the Indenture.

The Trustee, upon the receipt of a certification of the Rebate Amount from an Authorized Representative of the College, shall deposit in the Rebate Fund Principal Account, within thirty (30) days after the end of each Bond Year commencing with the first Bond Year, an amount such that the amount held in the Rebate Fund Principal Account after such deposit is equal to the Rebate Amount calculated as of the last day of the prior Bond Year and so certified to the Trustee. If there has been delivered to the Trustee a certification of the Rebate Amount in conjunction with the completion or restoration of the Project Facility pursuant to the Loan Agreement or the Indenture at any time during a Bond Year, the Trustee will deposit in the Rebate Fund Principal Account upon receipt of such certification an amount such that the amount held in the Rebate Fund Principal Account after such deposit is equal to the Rebate Amount calculated on the Completion Date or at the time of restoration of the Project Facility, as the case may be. The amount to be deposited in the Rebate Fund shall be withdrawn from the fund or funds established under the Indenture designated by the College or from other moneys made available by the College.

In the event that on the first day of any Bond Year, after the calculation of the Rebate Amount, the amount on deposit in the Rebate Fund Principal Account with respect to a Series of Tax-Exempt Bonds exceeds the Rebate Amount with respect to such Series of Tax-Exempt Bonds, the Trustee, upon the receipt of written instructions from an Authorized Representative of the Issuer or the College, shall withdraw such excess amount and (1) prior to the Completion Date, shall transfer such excess to the Project Fund to be applied to the payment of Costs of the Project related to such Series of Tax-Exempt Bonds or (2) after the Completion Date, shall transfer such excess to the Bond Fund to be applied to the payment of the principal and interest and Sinking Fund Payments coming due on such Series of Tax-Exempt Bonds on the next following Bond Payment Date.

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The Trustee, upon the receipt of written instructions satisfactory to the Trustee from an Authorized Representative of the College, shall pay to the United States, from amounts on deposit in the Rebate Fund or from other moneys supplied by the College, (1) not less frequently than once every five (5) years after the date of original issuance of a Series of Tax-Exempt Bonds (or such other date as the College may choose, provided the College and the Trustee receive an opinion of Bond Counsel that such change will not cause interest on such Series of Tax-Exempt Bonds to be included in gross income for federal income tax purposes) and every five years thereafter until final retirement of such Series of Tax-Exempt Bonds, an amount such that, together with prior amounts paid to the United States, the total amount paid to the United States is equal to ninety percent (90%) of the Rebate Amount with respect to such Series of Tax-Exempt Bonds as of the date of such payment plus all amounts then held in the Rebate Fund Earnings Account with respect to such Series of Tax-Exempt Bonds, and (2) not later than thirty (30) days after the date on which all Bonds of any particular Series of Tax-Exempt Bonds have been paid in full, one hundred percent (100%) of the Rebate Amount with respect to such Series of Tax-Exempt Bonds as of the date of such payment plus all amounts relating thereto then held in the Rebate Fund Earnings Account with respect to such Series of Tax-Exempt Bonds.

The foregoing described provisions of the Indenture may be amended, without notice to or consent of the Bondholders, at the request of the Issuer or the College, to comply with the applicable regulations of the Treasury Department, upon the delivery by the Issuer or the College to the Trustee of an opinion of Bond Counsel that such amendment will not, in and of itself, adversely affect the exclusion from gross income for federal income tax purposes of the interest payable on the Tax-Exempt Bonds which exists on the Closing Date. Reserve Fund (Section 408)

On the Closing Date for the Initial Bonds, the Trustee shall deposit an amount equal to the Reserve Fund Requirement relating to the Initial Bonds into the Reserve Fund. Upon the issuance of any Additional Bonds, the Trustee shall deposit an amount equal to the Reserve Fund Requirement relating to such Additional Bonds into the Reserve Fund.

If, on the Business Day preceding any Bond Payment Date, the amount on deposit in the Bond Fund is not sufficient to pay the Debt Service Payments due on such Bond Payment Date with respect to the Bonds then Outstanding, the Trustee shall transfer from the Reserve Fund and deposit into the Bond Fund an amount of money sufficient, when added to the amounts then on deposit in the Bond Fund and available to make the Debt Service Payments coming due on the Bonds on such Bond Payment Date, to enable the Trustee to make all such Debt Service Payments coming due on the Bonds on such Bond Payment Date.

All earnings on amounts held in the Reserve Fund which, pursuant to Section 410(D) of the Indenture, are deposited by the Trustee into the Bond Fund, may be used to pay Debt Service Payments due on the Bonds. On the Business Day prior to each Bond Payment Date during the term of the Bonds, the Trustee shall ensure that any such investment earnings on moneys on deposit in the Reserve Fund have been transferred to the Bond Fund, as provided in the Indenture.

The Trustee shall notify the College in writing of any withdrawal from the Reserve Fund, or any deficiency in the amounts required to be on deposit to the credit of the Reserve Fund determined upon the periodic valuation thereof pursuant to the Indenture.

If the principal of all the Bonds shall become due and payable, whether by maturity, by redemption or otherwise, the Trustee shall deposit to the credit of the Bond Fund any balance remaining in the Reserve Fund.

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Semiannually, at least fifteen (15) Business Days prior to each Interest Payment Date, the amounts in the Reserve Fund shall be valued by the Trustee as provided in the Indenture. If the amounts held in the Reserve Fund together with any interest and other income received by the investment of moneys therein shall exceed the Reserve Fund Requirement, the Trustee shall withdraw from the Reserve Fund the amount of any excess therein over the applicable Reserve Fund Requirement as of such date of withdrawal and such excess shall be first used by the Trustee to pay its fees and expenses for Ordinary and Extraordinary Services and any other amounts owed to the Trustee hereunder and under the other Financing Documents and the balance shall be transferred by the Trustee to the Bond Fund and used to pay Debt Service Payments due on the Bonds on the next succeeding Bond Payment Date and credited to the College’s obligation to make Loan Payments relating to such Bond Payment Date.

In the event the amount held in the Reserve Fund on the fifteenth Business Day prior to any Bond Payment Date exceeds the principal amount of Bonds which will be Outstanding after such Bond Payment Date, the Trustee shall, after being reasonably satisfied that its fees and expenses for the performance of its services under the Indenture and any other amounts owed to the Trustee under the Indenture and under the other Financing Documents will be paid, transfer such excess amounts from the Reserve Fund to the Bond Fund to be applied to the Debt Service Payments on the Bonds on such Bond Payment Date.

In computing the amount in the Reserve Fund, obligations purchased as an investment of moneys therein shall be valued at the cost of such obligations or the market value thereof, whichever is lower. The accrued interest paid in connection with the purchase of any obligation shall be included in the value thereof until interest on such obligation is paid. Such computation shall be made not less often than semiannually. The Trustee shall notify the College in writing of any deficiency in the amounts required to be on deposit in the Reserve Fund. Non-Presentment of Bonds (Section 409)

Subject to the provisions of the Indenture, in the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof or otherwise, or in the event any interest payment on a Bond shall be unclaimed, if moneys sufficient to pay such Bond or interest shall have been deposited with the Trustee for the benefit of the Holder thereof, such Bond shall be deemed cancelled, redeemed or retired on such date even if not presented on such date or such interest shall be deemed paid, as the case may be, and all liability of the Issuer to the Holder thereof for the payment of such Bond or interest shall forthwith cease, terminate and be completely discharged; and thereupon it shall be the duty of the Trustee to hold such funds, without liability for interest thereon, for the benefit of the Holder of such Bond or interest thereon who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under the Indenture or with respect to such Bond or interest.

Subject to any law to the contrary, if any Bond shall not be presented for payment or any interest payment shall not be claimed prior to the earlier of (1) two years following the date when such Bond or interest becomes due, either at maturity or at the date fixed for redemption or otherwise, or (2) the Business Day prior to the date on which such moneys would escheat to the State, the Trustee shall, upon written request of the College, return to the College all funds held by the Trustee for the payment of such Bond or interest. Thereafter, (a) the Owner of such Bond shall be entitled to look only to the College for payment of such Bond or interest, and then only to the extent of the amount so repaid to the College, who shall not be liable for any interest thereon and shall not be regarded as a trustee of such money, (b) all liability of the Trustee with respect to such moneys shall terminate, and (c) such Bond shall, subject to the defense of any applicable statute of limitations, thereafter be an unsecured obligation of the College.

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Final Disposition of Moneys (Section 411)

In the event there are no Bonds Outstanding, and subject to any applicable law to the contrary, after payment of all fees, charges and expenses, including, but not limited to reasonable attorney’s fees, of the Issuer and the Trustee and all other amounts required to be paid under the Indenture and under the other Financing Documents and after payment of any amounts required to be rebated to the United States under the Indenture and under the Tax Documents or any provision of the Code, all amounts remaining in any fund established under the Indenture shall be transferred to the College (except amounts held with respect to the Unassigned Rights, which amounts shall be paid to the Issuer, and except for moneys held for the payment or redemption of Bonds which have matured or been defeased or notice of the redemption of which has been duly given and any other monies held under Section 408, which shall be held for the benefit of the Owners of such Bonds). No Modification of Security; Limitation on Liens (Section 508)

The Issuer covenants that it will not alter, modify or cancel, or agree to alter, modify or cancel, the Loan Agreement or any other Financing Document to which the Issuer is a party, or which has been assigned to the Issuer, and which relates to or affects the security for the Bonds, except as contemplated by the Indenture or pursuant to the terms of such document. The Issuer further covenants that, except for the Financing Documents and other Permitted Encumbrances, the Issuer will not incur, or suffer to be incurred, any mortgage, Lien, charge or encumbrance on or pledge of any of the Trust Estate prior to or on a parity with the Lien of the Indenture. Covenant Against Arbitrage Bonds (Section 513)

So long as any Tax-Exempt Bonds shall be Outstanding, the Issuer shall not use or direct or permit the use of the proceeds of the Tax-Exempt Bonds or any other moneys in its control (including, without limitation, the proceeds of any insurance settlement or Condemnation award with respect to the Project Facility) in such manner as would cause any of the Tax-Exempt Bonds to be an “arbitrage bond” within the meaning of such quoted term in Section 148 of the Code. The Issuer shall not be responsible for the calculation or payment of any rebate amount required by Section 148 of the Code. The Trustee shall not be responsible for the calculation, or the payment from its own funds, of any amount required to be rebated to the United States under Section 148 of the Code. The Trustee shall, however, make such transfers to the Rebate Fund and pay such amounts from the funds and accounts created under the Indenture and from the College’s funds to the United States as the College, in accordance with the Indenture and the Tax Documents, shall direct. Events of Default and Remedies on Default (Section 601)

The Indenture provides that each of the following events will constitute an Event of Default under the Indenture:

(1) failure by the Issuer to make due and punctual payment of the interest or premium on any Bond, or failure by the Issuer to make due and punctual payment of the principal of any Bond, whether at the Stated Maturity thereof, or upon proceedings for the redemption thereof, or upon the maturity thereof by declaration;

(2) subject to any right to waive the same as set forth in the Financing Documents,

receipt by the Trustee of notice, or actual notice on the part of the Trustee, of the occurrence of an Event of Default under any of the other Financing Documents; or

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(3) subject to the provisions of the Indenture, default in the performance or observance of any other covenant, agreement or condition on the part of the Issuer in the Indenture or in any Bond to be performed or observed and the continuance thereof for a period of thirty (30) days after written notice thereof is given to the Issuer and the College by the Trustee or by the Holders of at least fifty-one percent (51%) in aggregate principal amount of the Bonds then Outstanding.

Pursuant to Section 701(I) of the Indenture, before taking any action under the Indenture (except

declaring an Event of Default, a mandatory redemption or an acceleration of the Bonds pursuant to the Indenture), the Trustee may require that a security and indemnity reasonably satisfactory to it be deposited with it for the reimbursement of all fees, costs and expenses including, but not limited to, reasonable attorney’s fees and expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct by reason of any action so taken. Acceleration (Section 602)

Upon (A) the occurrence of an Event of Default under item (1) of the first paragraph under the caption “Events of Default and Remedies on Default” herein, the Trustee shall, and (B) the occurrence and continuance of an Event of Default under items (2) or (3) of the first paragraph under the caption “Events of Default and Remedies on Default” herein and so long as such Event of Default is continuing, the Trustee may, and upon the written request of the Holders of not less than fifty-one percent (51%) in aggregate principal amount of Bonds then Outstanding, the Trustee shall, by notice in writing delivered to the College, with a copy of such notice being sent to the Issuer, declare the entire principal amount of all Bonds then Outstanding and the interest accrued thereon to be immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Upon any such declaration, the Trustee shall immediately declare an amount equal to all amounts then due and payable on the Bonds to be immediately due and payable under the Loan Agreement. Enforcement Of Remedies (Section 603)

Upon the occurrence and during the continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.

Upon the occurrence and during the continuance of any Event of Default, the Trustee may proceed forthwith to protect and enforce its rights under the Enabling Act, the Loan Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by Independent Counsel, shall deem expedient.

Upon the occurrence and during the continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the Issuer or the College under any of the provisions of the Indenture, the Loan Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders. The Trustee may sue for, enforce payment of and receive any amounts due or becoming due from the College for principal, premium, interest or otherwise under any of the provisions of the Indenture or the other Financing Documents, without prejudice to any other right or remedy of the Trustee.

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Regardless of the happening of an Event of Default, the Trustee may, and upon (1) the written request of the Holders of not less than fifty one percent (51%) in aggregate principal amount of Bonds then Outstanding and (2) upon receipt by the Trustee of such security or indemnity as the Trustee may require to hold the Trustee harmless from such action, the Trustee shall, institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under the Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, or to preserve or protect the interest of the Trustee and/or the Bondholders. Rights of Bondholders to Direct Proceedings (Section 607)

The Holders of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right at any time, by an instrument in writing executed and delivered to the Trustee and upon offering the Trustee the security and indemnity provided for in the Indenture, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture, the Loan Agreement or the other Financing Documents, or for the appointment of a receiver or any other proceedings under the Indenture, provided that such direction, in the opinion of Independent Counsel, is in accordance with the provisions of law and is not unduly prejudicial to the interests of the Bondholders not joining such direction. Application of Moneys (Section 609)

All moneys received by the Trustee pursuant to any right given or action taken under the default and remedy provisions of the Indenture shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances (including reasonable attorneys’ fees and expenses) incurred or made by the Trustee, be deposited into the Bond Fund; and all moneys in the Bond Fund shall be applied, together with the other moneys held by the Trustee under the Indenture (other than amounts on deposit in the Rebate Fund and unclaimed funds held pursuant to Section 408 of the Indenture), as follows:

(1) Unless the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied:

FIRST - to the payment to the Persons entitled thereto of all installments of interest

then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege;

SECOND - to the payment to the Persons entitled thereto of the unpaid principal

of and any premium on the Bonds (other than Bonds called for redemption for the payment of which moneys shall be held pursuant to the provisions of the Indenture) which shall have become due, in order of their maturities, with interest from the date upon which they became due and, if the amount available shall not be sufficient to pay in full the principal of and premium, if any, and interest on the Bonds due on any particular date, then to the payment ratably, according to amounts due respectively for principal, interest and premium, if any, to the Persons entitled thereto, without any discrimination or privilege; and

THIRD - to the payment to the Persons entitled thereto of the principal of,

premium, if any, on, or interest on the Bonds which may thereafter become due and payable, and, if the amount available shall not be sufficient to pay in full Bonds due on any

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particular date, together with interest and premium, if any, then due and owing thereon, payment shall be made ratably according to the amount of interest, principal and premium, if any, due on such date to the Persons entitled thereto, without any discrimination or privilege.

(2) If the principal of all the Bonds shall have become due or shall have been declared

due and payable, all such moneys shall be applied to the payment of the principal, premium, if any, and interest then due and unpaid upon the Bonds, without preference or priority of principal and premium over interest or of interest over principal and premium, or of any installment of interest over any other installment of interest, or of any Bonds over any other Bonds, ratably, according to the amounts due respectively for principal, premium, if any, and interest, to the Persons entitled thereto without any discrimination or privilege.

Whenever moneys are to be applied pursuant to the provisions of item (1) of the preceding

paragraph, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for such application and the likelihood of additional moneys becoming available in the future. Whenever moneys are to be applied pursuant to the provisions of item (2) of the preceding paragraph, such moneys shall be applied as soon as practicable upon receipt thereof. In either case, the Trustee shall give such notice as the Trustee may deem appropriate of the deposit with the Trustee of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee and a new Bond is issued or the Bond is canceled if fully paid. Notice of Defaults; Opportunity to Cure (Section 614)

Anything in the Indenture to the contrary notwithstanding, no Event of Default described in items (2) or (3) of the first paragraph under the caption “Events of Default and Remedies on Default” shall constitute an Event of Default until the Trustee shall have received written notice thereof or shall have actual notice thereof and until actual notice of such default by registered or certified mail is given by the Trustee or by the Holders of not less than fifty-one percent (51%) of the aggregate principal amount of Bonds then Outstanding to the Issuer and the College (with a copy to the Trustee if given by the Holders), and the Issuer and the College have had thirty (30) days after receipt of such notice to correct such default or cause said default to be corrected, and have not done so within the applicable period; provided, however, if said default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer or the College within the applicable period and diligently pursued until the default is corrected. Acceptance of the Trusts (Section 701)

The Trustee accepts the trusts imposed upon it by the Indenture and agrees to perform said trusts upon certain terms and conditions, including but not limited to the following:

(1) The Trustee may execute any of the trusts or powers of the Indenture and perform any of its duties under the Indenture by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed without gross negligence, and shall be entitled to advice of counsel concerning all matters of the trusts of the Indenture and the duties under the Indenture, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may be reasonably employed in connection with the trusts of the Indenture. The Trustee may act upon the opinion or advice of any attorney appointed without gross negligence, who may be the attorney or attorneys for the Issuer, and shall not be responsible for any loss or damage resulting from any action or nonaction in reliance upon any such opinion or advice.

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(2) The Trustee may become the Owner of Bonds secured by the Indenture with the

same rights which it would have if not the Trustee. In addition, any national banking association, bank or trust company acting as a Trustee, Registrar or Paying Agent, and its directors, officers, employees or agents, may in good faith buy, sell, own, hold and deal in any of the Bonds, and may join in any action which any Bondholder may be entitled to take with like effect as if such association, bank or trust company were not such Trustee, Registrar or Paying Agent.

(3) Before taking any action under the Indenture (except declaring an Event of Default,

a mandatory redemption or an acceleration of the Bonds pursuant to the Indenture), the Trustee may require that a security and indemnity reasonably satisfactory to it be deposited with it for the reimbursement of all fees, costs and expenses including, but not limited to, reasonable attorney’s fees and expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.

(4) The Trustee shall not be required to take notice or be deemed to have notice of the

occurrence of any Event of Default other than an Event of Default under item (1) of the first paragraph under the caption “Events of Default and Remedies on Default” above, unless the Trustee shall have actual knowledge of such Event of Default or unless the Trustee shall be specifically notified in writing of such Event of Default by the Issuer or the College or the Owners of at least fifty-one percent (51%) in aggregate principal amount of Bonds Outstanding under the Indenture, and all notices or other instruments required by the Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Office of the Trustee, and, in the absence of such notice so delivered, the Trustee may conclusively assume there is no Event of Default, except as aforesaid.

Appointment of Successor Trustee by the Bondholders; Temporary Trustee (Section 708)

In case the Trustee under the Indenture shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting under the Indenture, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing signed by such Owners, or by their duly authorized attorneys; provided, nevertheless, that in case of vacancy, the Issuer (at the written direction of the College) by an instrument executed and signed by the Chairman or Vice Chairman and attested by the Secretary or Assistant Secretary of the Issuer under its seal, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by such Bondholders in the manner above provided; and any such temporary Trustee so appointed by the Issuer (at the written direction of the College) shall immediately and without further act be superseded by the Trustee so appointed by such Bondholders.

Every such successor or temporary Trustee appointed pursuant to the provisions of the paragraph above shall (1) be a trust company or bank organized under the laws of the United States of America or any state thereof and which is in good standing, (2) be located within or outside the State, (3) be duly authorized to exercise trust powers in the State, (4) be subject to examination by a federal or state authority, and (5) maintain a reported capital and surplus of not less than $20,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia, that has a combined capital and surplus of at least $50,000,000), if there be one able and willing to accept the trust on reasonable and customary terms.

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Supplemental Indentures not Requiring Consent of Bondholders (Section 801)

The Issuer and the Trustee, without the consent of or notice to any of the Bondholders, may enter into an indenture or indentures supplemental to the Indenture and not inconsistent with the terms and provisions hereof or, in the sole judgment of the Trustee, materially adverse to the interests of the Trustee or the Holders of the Bonds, for any one or more of the following purposes:

(1) to cure any ambiguity, inconsistency or formal defect or omission in the Indenture;

(2) to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders or the Trustee or any of them;

(3) to subject additional rights and revenues to the Lien of the Indenture, or to identify

more precisely the Trust Estate;

(4) to obtain or maintain a rating on the Bonds from Moody’s or Standard & Poor’s;

(5) to comply with the provisions of the Code necessary to maintain the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes;

(6) to modify, amend or supplement the Indenture or any indenture supplemental to

the Indenture in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939 or any similar Federal statute hereafter in effect or under any state Blue Sky Law;

(7) to enable the issuance of Additional Bonds; (8) to enable the issuance of Parity Obligations in accordance with the Pledge and

Security Agreement;

(9) to permit the Bonds to be converted to certificated securities to be held by the

registered Owners thereof; or

(10) for any other purpose not materially adverse to the interests of the Holders of the Bonds.

Supplemental Indentures Requiring Consent of Bondholders (Section 802)

Other supplemental indentures modifying the Indenture may be approved by the Holders of not less than two-thirds (2/3) in aggregate principal amount of the Bonds Outstanding; provided that no supplemental indenture is permitted which would permit (1) without the consent of the Holder of such Bond, (a) a reduction in the rate, or extension of the time of payment, of interest on any Bond, (b) a reduction of any premium payable on the redemption of any Bond, or an extension of time for such payment, or (c) a reduction in the principal amount payable on any Bond, or an extension of time in which the principal amount of any Bond is payable, whether at the stated or declared maturity or redemption thereof, (2) the creation of any Lien prior to or on a parity with the Lien of the Indenture (other than that parity Lien created to secure the Additional Bonds), (3) a reduction in the aforesaid aggregate principal amount of Bonds, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all the Bonds at the time Outstanding which would be affected by the action to be taken, (4) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or (5) a privilege or priority of any Bond or Bonds over any other Bond or Bonds.

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Supplemental Indentures; Consent of the College (Section 803)

Supplemental indentures which affect the rights or liabilities of the College under the Indenture require the consent of the College. Amendments to the Loan Agreement or other Financing Documents not Requiring Consent of Bondholders (Section 901)

The Issuer, the College and the Trustee may, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Loan Agreement or any other Financing Document (other than the Indenture) as may be required (1) by the provisions of any Financing Document, (2) for the purpose of curing any ambiguity, inconsistency or formal defect therein or omission therefrom, (3) so as to identify more precisely the Trust Estate or the Project Facility, (4) in connection with any supplemental indenture entered into pursuant to Section 801 of the Indenture, or to effect any purpose for which there could be a supplemental indenture pursuant to Section 801 of the Indenture, (5) to obtain or maintain a rating on the Bonds from Moody’s or Standard & Poor’s, (6) to permit the issuance of Additional Bonds, (7) to comply with the provisions of the Code necessary to maintain the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes, or (8) in connection with any other supplemental indenture, but only if any such amendment, change or modification, in the sole judgment of the Trustee, is not materially adverse to the interests of the Trustee or the Bondholders. Amendments to Loan Agreement or other Financing Documents Requiring Consent of Bondholders (Section 902)

Except for the amendments, changes or modifications as provided under the above caption, neither the Issuer, the College nor the Trustee shall consent to any other amendment, change or modification of the Loan Agreement or any other Financing Document (other than the Indenture) without mailing notice thereof to, and obtaining the written approval or consent thereto of, the Holders of not less than two-thirds in aggregate principal amount of the Bonds at the time Outstanding given as provided in the Indenture. Discharge of Lien (Section 1001)

If the Issuer (1) shall pay or cause to be paid, to the Holders and Owners of the Bonds, the principal of the Bonds and premium, if any, due on the Bonds, at the times and in the manner stipulated therein and in the Indenture, (2) shall pay or cause to be paid from any source, to the Holders and Owners of the Bonds, the interest to become due on the Bonds, at the times and in the manner stipulated therein and in the Indenture, (3) shall have paid all fees, costs and expenses including, but not limited to, reasonable attorney’s fees of the Trustee and each paying agent, (4) shall pay or cause to be paid the entire Rebate Amount to the United States in accordance with the Tax Documents and the Indenture, and (5) shall cause to be delivered an opinion of Independent Counsel stating that all conditions precedent with respect to the satisfaction and discharge of the Indenture have been met, then the Indenture and the trust and rights thereby granted will cease, terminate and be void, and thereupon the Trustee will (a) cancel and discharge the Lien of the Indenture upon the Trust Estate and the Trustee’s rights under the other Financing Documents and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy same, (b) reconvey to the Issuer the Loan Agreement and the trust conveyed by the Indenture, and (c) assign and deliver to the College any interest in Property at the time subject to the Lien of the Indenture and the other Financing Documents which may then be in its possession, except amounts held by the Trustee for the payment of principal of, and the interest and premium, if any, on, the Bonds.

All Outstanding Bonds will, prior to the maturity or Redemption Date thereof, be deemed to have been paid if, under circumstances which, in the opinion of Bond Counsel, do not adversely affect the

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exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes, the following conditions have been fulfilled: (1) in case any of the Bonds are to be redeemed prior to their maturity, the College shall have given to the Trustee in form satisfactory to it irrevocable instructions to give notice of redemption of such Bonds on said date as provided in the Indenture; and (2) there is on deposit with the Trustee moneys, which shall be either cash or Defeasance Obligations, in an amount sufficient, without the need for further investment or reinvestment, but including any scheduled interest on or increment to such obligations, to pay when due the principal, premium, if any, and interest due and to become due on the Bonds on and prior to the Redemption Date or Maturity Date thereof, as the case may be, and to pay the Trustee for its Ordinary Services and Ordinary Expenses and for its Extraordinary Services and Extraordinary Expenses under the Indenture.

The Trustee may rely upon an opinion of an Accountant as to the sufficiency of the cash or such Defeasance Obligations on deposit. Limitations on Issuer Liability (Section 1109)

The obligations and agreements of the Issuer contained in the Indenture or in any other document executed by the Issuer in connection therewith shall (A) be deemed obligations and agreements of the Issuer, and not of any member, officer, agent or employee of the Issuer in his or her individual capacity, (B) not be an obligation of the State of New York or of Erie County, New York, and (C) be limited obligations of the Issuer, payable solely from the revenues of the Issuer derived from the Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights).

SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT

Pursuant to the Loan Agreement, the Issuer will make the Loan to the College of the proceeds of

the Initial Bonds for the purpose of assisting in financing the Initial Project. Reference is made to the Loan Agreement for complete details of the terms thereof. The following is a brief summary of certain provisions of the Loan Agreement and should not be considered a full statement thereof. Representations, Warranties and Covenants of the Issuer (Section 2.1)

The Issuer will make the following representations, warranties and covenants, among others:

(1) The Issuer is duly established under the provisions of the Enabling Act and has the power to enter into the Loan Agreement and to carry out the obligations thereunder. By proper official action, the Issuer has been duly authorized to execute, deliver and perform the Loan Agreement and the other Financing Documents to which the Issuer is a party.

(2) Subject to the limitations contained in the Loan Agreement, so long as the Bonds

shall be Outstanding, the Issuer will not take any action (or omit to take any action required by the Financing Documents or which the Trustee or the College, together with Bond Counsel, advise the Issuer in writing should be taken), or allow any action to be taken, which action (or omission) would in any way (a) cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided in the Financing Documents, or (b) adversely affect the exclusion of the interest paid or payable on any Tax-Exempt Bond from gross income for federal income tax purposes. Notwithstanding the foregoing, there shall be no such obligation upon the Issuer with respect to the use or investment of its administrative fee, provided, however, that if the College is required to rebate any amount with respect to such administrative fee, the Issuer shall provide, upon the reasonable request of the College, such information concerning the investment of such

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administrative fee as shall be requested by the College and as shall be reasonably available to the Issuer.

Representations and Covenants of the College (Section 2.2)

The College makes the following representations and covenants, among others:

(1) The College is not-for-profit education corporation duly organized and validly existing under the laws of the State of New York, is duly authorized to do business in the State, has the power to enter into the Loan Agreement and the other Financing Documents to which the College is a party and to carry out its obligations thereunder, has been duly authorized to execute the Loan Agreement and the other Financing Documents to which the College is a party, and is qualified to do business in all jurisdictions in which its operations or ownership of Properties so require. The Loan Agreement and the other Financing Documents to which the College is a party, and the transactions contemplated thereby, have been duly authorized by all necessary action on the part of the board of trustees of the College.

(2) The College will not take any action (or omit to take any action required by the

Financing Documents or which the Trustee or the Issuer, together with Bond Counsel, advise the College in writing should be taken), or allow any action to be taken, which action (or omission) would in any way (a) adversely affect the exclusion of the interest paid or payable on the Tax-Exempt Bonds from gross income for federal income tax purposes, or (b) cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Financing Documents.

(3) The Project Facility and the operation thereof will comply in all material respects

with all Applicable Laws, and the College will defend and save the Issuer and its members, directors, officers, agents, servants and employees harmless from all fines and penalties due to failure to comply therewith. The College shall cause all notices required by all Applicable Laws to be given, and shall comply or cause compliance with all Applicable Laws, and the College will defend and save the Issuer and its officers, members, agents, directors and employees harmless from all fines and penalties due to failure to comply therewith.

(4) All of the proceeds of the Initial Bonds shall be used to pay the costs of the Initial

Project, and the total cost of the Initial Project is expected to at least equal $__________.

(5) The College will comply with all of the terms, conditions and provisions of the Tax Regulatory Agreement. All of the representations, certifications, statements of reasonable expectation and covenants made by the College in the Tax Regulatory Agreement are declared to be for the benefit of, among others, the Issuer and are incorporated in the Loan Agreement as though set forth in full therein.

(6) The College represents that (a) the College is an organization described in Section

501(c)(3) of the Code, or corresponding provisions of prior law; (b) the College has received a letter or other notification from the Internal Revenue Service to that effect; (c) such letter or other notification has not been modified, limited or revoked; (d) the College is in compliance with all terms, conditions and limitations, if any, contained in such letter or other notification; (e) the facts and circumstances which form the basis of such letter or other notification as represented to the Internal Revenue Service continue to exist; and (f) the College is exempt from federal income taxes under Section 501(a) of the Code. The College agrees that it shall not perform any act or enter into any agreement which shall adversely affect such federal income tax status and shall conduct its operations in a manner which will conform to the standards necessary to qualify the College as a

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charitable organization within the meaning of Section 501(c)(3) of the Code or any successor provision of federal income tax law.

(7) All property to be financed or refinanced from moneys on deposit in the Project

Fund will be owned by the College.

(8) The College agrees to comply with the Securities and Exchange Commission Rule 15c2-12, to provide any necessary information to cause all necessary compliance with Rule 15c2-12 and to pay all costs of the Issuer, if any, in respect of such compliance.

Covenant with Trustee, Bondholders (Section 2.3)

The Issuer and the College agree that the Loan Agreement is executed in part to induce the purchase of the Bonds by the Holders and Beneficial Owners from time to time of the Bonds. Accordingly, all representations, covenants and agreements on the part of the Issuer and the College set forth in the Loan Agreement (other than the Unassigned Rights) are declared to be for the benefit of the Issuer, the Trustee and the Holders and Beneficial Owners from time to time of the Bonds. Acquisition, Construction, Reconstruction and Installation of the Project Facility (Section 3.1)

The College shall promptly acquire, construct, renovate and install the Initial Tax-Exempt Project Facility, or cause the acquisition, construction, renovation and installation of the Project Facility, all in accordance with the Plans and Specifications. The College is and/or will be the owner of the Initial Tax-Exempt Project Facility for federal income tax purposes, and the Initial Tax-Exempt Project Facility is used and will be used, by the College in activities which do not constitute an “unrelated trade or business” within the meaning of Section 513(a) of the Code. Issuance of the Initial Bonds; Loan of the Proceeds Thereof (Section 3.2)

In order to make the Loan for the purposes of financing a portion of the Cost of the Project relating to the Initial Project, together with other costs and incidental expenses in connection therewith, the Issuer agrees that it will use its best efforts to (a) issue and deliver the Initial Bonds in the aggregate principal amount of $_________ and (b) cause the Initial Bonds to be delivered to the Underwriter as original purchaser of the Initial Bonds, all as provided in the Initial Bond Resolution, the Certificate of Determination, the Initial Bond Purchase Agreement and the Indenture.

As provided in the Indenture, the proceeds from the sale of the Initial Bonds shall be loaned by the Issuer to the College and paid as follows: (1) a sum equal to any accrued interest, if any, paid by the Underwriter as original purchaser shall be shall be deposited by the Issuer with the Trustee and deposited by the Trustee into the Bond Fund, (2) a sum equal to the Reserve Fund Requirement with respect to the Initial Bonds shall be deposited by the Issuer with the Trustee and deposited by the Trustee into the Reserve Fund; and (3) the balance of the proceeds from the sale of the Bonds shall be deposited by the Issuer with the Trustee and deposited by the Trustee into the Project Fund. As provided in the Initial Bond Purchase Agreement, the Underwriter will advance the proceeds of the sale of the Initial Bonds to the Trustee in a single advance for deposit in accordance with the provisions of the Indenture. Pending disbursement pursuant to the provisions of the Loan Agreement and the Indenture, the proceeds of the Initial Bonds deposited in accordance with the provisions of the Indenture, together with any investment earnings thereon, shall constitute a part of the Trust Estate assigned by the Issuer to the payment of Debt Service Payments as provided in the Indenture.

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Application of Proceeds of the Initial Bonds (Section 3.3)

The portion of the proceeds of the sale of the Initial Bonds on deposit in the Project Fund will be deposited by the Issuer with the Trustee as provided in the Indenture.

Pursuant to the Indenture, the Trustee shall transfer a portion of the proceeds of the Initial Bonds

to the Prior Trustee which, together with certain funds currently on deposit with the Prior Trustee, shall be used by the Prior Trustee to redeem the Prior Bonds on the Closing Date pursuant to the Prior Bonds Notice and Acknowledgment.

Pursuant to the Indenture, the Trustee has been instructed on the Closing Date to pay to the Bank

from moneys on deposit in the Project Fund the amounts required to refinance the Bank Loans.

Pursuant to the Indenture, upon submission to the Trustee of a Request for Disbursement certified by an Authorized Representative of the College and complying with the requirements of the Indenture, the moneys on deposit in the Project Fund relating to the Initial Bonds shall be applied to pay certain costs and expenses incurred in connection with the Initial Project as detailed in the Loan Agreement.

Any disbursements from the Project Fund for the payment of the Project Costs relating to the Initial Project pursuant to the preceding paragraph shall be made by the Trustee only upon the written order of the Authorized Representative of the College.

Any moneys relating to the Initial Bonds remaining in the Project Fund after the date of completion of the Initial Project and the payment, or provision for payment, in full of the Project Costs relating to the Initial Project, at the direction of the Authorized Representative of the College, promptly shall be:

(1) used to construct, install, equip and improve such additional real or personal property in connection with the Initial Project as is designated by the Authorized Representative and the construction, installation, equipment and improvement of which will be permitted under the Enabling Act, provided that any such use shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Bonds, will not be less than 5/6ths of the average maturity of the Initial Bonds or, if such evidence is not presented with the direction, an opinion of Bond Counsel to the effect that the acquisition of such additional property will not result in the interest on the Initial Bonds becoming included in the gross income of the Holders of the Initial Bonds for federal income tax purposes;

(2) used for the purchase of Initial Bonds in the open market for the purpose of

cancellation at prices not exceeding the full market value thereof plus accrued interest thereon to the date of payment therefor;

(3) paid into the Bond Fund to be applied to the redemption of the Initial Bonds; or

(4) used for a combination of the foregoing as is provided in that direction.

In all such cases, any payments made pursuant to the preceding paragraph shall be made only to

the extent that such use or application will not, in the opinion of Bond Counsel or under ruling of the Internal Revenue Service, result in the interest on the Initial Bonds becoming included in the gross income of the Holders thereof for federal income tax purposes.

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Completion of the Project (Section 3.4)

The College will proceed with due diligence to commence and complete the Initial Project. Completion by the College (Section 3.5)

In the event that the proceeds of the Bonds are not sufficient to pay in full all costs of the Initial Project, the College agrees to complete the Initial Project and to pay all such sums as may be in excess of the moneys available therefor in the Project Fund. Remedies to be Pursued against Contractors, Subcontractors, Materialmen and their Sureties (Section 3.6)

In the event of a breach, default or event of default by any contractor, subcontractor or materialman under any contract made by it in connection with the acquisition, construction, renovation and installation of the Project Facility or in the event of a breach of warranty or other liability with respect to any materials, workmanship or performance guaranty, the College may proceed, either separately or in conjunction with others, to exhaust the remedies of the College and the Issuer against the contractor, subcontractor or materialman so in default and against each surety for the performance of such contract. The Net Proceeds of any recovery secured by the College as a result of any such action pursued against a contractor, subcontractor, materialman or their sureties shall be deposited in the Project Fund and used to the extent necessary to complete the Project Facility and then deposited in the Bond Fund and applied as provided in the Indenture. Investment of Fund Moneys (Section 3.7)

At the oral (promptly confirmed in writing) or written request of the Authorized Representative of the College, any moneys held as part of any Fund created under the Indenture shall be invested or reinvested by the Trustee in Authorized Investments. The College covenants that the College will restrict that investment and reinvestment and the use of the proceeds of the Tax-Exempt Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of delivery of and payment for the Tax-Exempt Bonds, so that the Tax-Exempt Bonds will not constitute arbitrage bonds under Section 148 of the Code. Rebate Fund (Section 3.8)

The College agrees to make such payments to the Trustee as are required of it under Section 407 of the Indenture (Rebate Fund) and to pay the costs and expenses of the independent certified public accounting firm or firm of attorneys engaged in accordance with said Section 407 of the Indenture. The obligation of the College to make such payments shall remain in effect and be binding upon the College notwithstanding the release and discharge of the Indenture. Warranty as to Title; Encumbrances (Section 4.2)

The College warrants and represents to the Issuer that (1) it has good and marketable title to the Initial Tax-Exempt Project Facility, free and clear of liens and encumbrances, except Permitted Encumbrances, so as to permit it to have quiet enjoyment and use thereof for purposes hereof and the College’s programs and (2) the College has such rights of way, easements or other rights in land as may be reasonably necessary for ingress and egress to and from the Initial Tax-Exempt Project Facility, for proper operation and utilization of the Initial Tax-Exempt Project Facility and for utilities required to serve the Initial Tax-Exempt Project Facility, together with such rights of way, easements or other rights in, to and over land as may be necessary for construction by the College of the Initial Tax-Exempt Project Facility.

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The College covenants that title to the Project Facility, other than the HUB Facility, shall be (1) owned by the College and (2) kept free from any encumbrances, liens or commitments of any kind, other than Permitted Encumbrances; provided, however, that nothing in this Section shall prohibit the incurrence of parity indebtedness pursuant to Section 4.3 of the Loan Agreement.

The College warrants, represents and covenants that (1) the Project Facility, other than the Hub Facility, is and shall be serviced by all necessary utilities (including, to the extent applicable, without limitation, electricity, gas, water, sewer, steam, heating, air-conditioning and ventilation), and (2) to the extent applicable, the Project Facility, other than the Hub Facility, shall have its own separate and independent means of access, apart from any other property owned by the College or others. Such access, however, may be through common roads or walks owned by the College used also for other parcels owned by the College.

The HUB Facility is owned by a limited liability company (the “HUB Project Entity”), of which

an affiliate of the College is a member. The College makes no representations, warranties or covenants regarding the HUB Facility or the HUB Project Entity.

Parity Obligations (Section 4.3)

The College may incur Parity Obligations from time to time pursuant to Section 9 of the Pledge and Security Agreement. Additionally, the College may incur other indebtedness form time to time without limitation. Loan Payments and other Amounts Payable (Section 5.1)

Upon the terms and conditions of the Loan Agreement, the Issuer will make the Loan to the College. In consideration of and in repayment of the Loan, the College shall make, as Loan Payments, payments sufficient in amount to pay when due the Debt Service Payments due and payable on the Bonds. The College shall pay Loan Payments as follows:

(1) on or before the fifth (5th) Business Day immediately preceding each Interest Payment Date, the College shall cause immediately available funds to be delivered to the Trustee for deposit into the Bond Fund, in an amount equal to the amount due as interest on the Bonds on the next succeeding Interest Payment Date, so that the amount on deposit in the Bond Fund and available for the payment of interest on the fifth (5th) Business Day next preceding such Interest Payment Date, when added to the amount in the Bond Fund and available to the Trustee for such purpose, shall equal the interest payable on the Bonds on such Interest Payment Date;

(2) on or before the fifth (5th) Business Day immediately preceding each Bond

Payment Date upon which a Sinking Fund Payment is due on the Bonds, the College shall cause immediately available funds to be delivered to the Trustee for deposit into the Bond Fund, in an amount equal to the amount due as a Sinking Fund Payment on the Bonds on such Bond Payment Date; and

(3) on or before the fifth (5th) Business Day immediately preceding each Bond

Payment Date upon which a principal payment is due on the Bonds, the College shall cause immediately available funds to be delivered to the Trustee for deposit into the Bond Fund, in an amount equal to the amount due as principal on the Bonds on such Bond Payment Date.

The College shall pay as additional Loan Payments under the Loan Agreement any premium when

due on the Bonds and the following:

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(1) Within thirty (30) days after receipt of a written demand therefor from the Trustee, the Bond Registrar or any Paying Agent, the College shall pay to the Trustee, the Bond Registrar or any Paying Agent, as the case may be, the following amounts: (a) the reasonable fees, costs and expenses of the Trustee, the Bond Registrar or Paying Agent, as applicable, for performing its obligations under the Indenture and the other Financing Documents; (b) the sum of the expenses of the Trustee, the Bond Registrar or Paying Agent reasonably incurred in performing the obligations of (i) the College under the Loan Agreement, or (ii) the Issuer under the Bonds, the Indenture or the Loan Agreement; and (c) the reasonable attorneys’ fees of the Trustee, the Bond Registrar or Paying Agent incurred in connection with the foregoing and other moneys due the Trustee, the Bond Registrar or Paying Agent pursuant to the provisions of any of the Financing Documents.

(2) (a) On the Closing Date, the College shall pay to the Issuer, (i) a lump sum

payment in an amount equal to the Issuer’s administrative fee for the issuance of the Initial Bonds; plus (ii) an additional lump sum payment in an amount equal to the fees and expenses of general counsel and Bond Counsel to the Issuer relating to the Project.

(b) Within thirty (30) days after receipt of a demand therefor from the Issuer,

the College shall pay to the Issuer the sum of the reasonable expenses (including, without limitation, reasonable attorney’s fees and expenses) of the Issuer and the members, directors, officers, agents, servants and employees thereof incurred by reason of the Issuer’s making of the Loan, the financing and/or refinancing of the Project Facility, the issuance and delivery of any Bonds, the marketing or remarketing of any Bonds or in connection with the carrying out of the Issuer’s duties and obligations under the Loan Agreement or any of the other Financing Documents, and any other fee or expense of the Issuer with respect to the Project Facility, the Bonds or any of the other Financing Documents, the payment of which is not otherwise provided for under the Loan Agreement. (3) Upon receipt of notice from the Trustee pursuant to the Indenture that a withdrawal

has been made from the Reserve Fund, the College will make available to the Trustee for deposit in the Reserve Fund moneys to replenish such withdrawal from the Reserve Fund in monthly payments commencing immediately succeeding the date of receipt by the College from the Trustee of notice of such withdrawal, each such monthly payment to be in an amount at least equal to one-twelfth of the withdrawal identified in such notice; provided that no further payments shall be required as a result of such notice if and when the amount on deposit in the Reserve Fund is at least equal to the Reserve Fund Requirement.

(4) Upon receipt of notice from the Trustee pursuant to the Indenture that the periodic

valuation of the Reserve Fund has determined that a deficiency exists in the amounts required to be on deposit to the credit of the Reserve Fund, the College will make available to the Trustee for deposit in the Reserve Fund moneys to replenish such deficiency in the Reserve Fund in monthly payments made prior to the next periodic valuation date, each such monthly payment to be in an amount at least equal to one-quarter of the deficiency identified in the notice of deficiency received by the College from the Trustee; provided that no further payments shall be required as a result of such notice if and when the amount on deposit in the Reserve Fund is at least equal to the Reserve Fund Requirement.

In the event the College fails to make any of the above payments for a period of more than ten (10)

days from the date such payment is due, the College shall pay the same, together with interest thereon, at the Default Interest Rate, from the date on which such payment was due until the date on which such payment is made.

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The College shall be entitled to a credit against the basic Loan Payments next required to be made under the Loan Agreement to the extent that the balance of the Bond Fund is then in excess of amounts required (1) for payment of Bonds theretofore matured or theretofore called for redemption, (2) for payment of interest for which checks or drafts have been drawn and mailed by the Trustee, and (3) for deposit in the Bond Fund for use other than for the payment of Debt Service Payments on the Interest Payment Date next following the applicable date such Loan Payments are due pursuant to the Loan Agreement. In any event, however, if on any Bond Payment Date, the balance in the Bond Fund is insufficient to make required payments of Debt Service Payments on the Bonds, the College forthwith will pay to the Trustee, for the account of the Issuer and for deposit into the Bond Fund, any deficiency. Nature of Obligations of College under the Loan Agreement (Section 5.2)

The obligations of the College under the Loan Agreement will be general obligations of the College and will be absolute and unconditional irrespective of any defense or any right of set-off, recoupment, counterclaim or abatement that the College may otherwise have against the Issuer or the Trustee. The College agrees that it will not suspend, discontinue or abate any payment required by, or fail to observe any of its other covenants contained in, the Loan Agreement, or terminate the Loan Agreement for any cause whatsoever. Prepayment of Loan Payments (Section 5.3)

At any time that the Bonds are subject to redemption under the optional redemption provisions of the Indenture, the College may, at its option, prepay, in whole or in part, the Loan Payments payable under the Loan Agreement by causing there to be moneys in an amount equal to the Redemption Price of the Bonds being redeemed, or the Purchase Price of Bonds being purchased in lieu of redemption, on deposit with the Trustee at least ten (10) days prior to the date such moneys are to be applied to the redemption of such Bonds under Section 301 of the Indenture. Maintenance and Modification of the Project Facility (Section 6.1)

So long as any of the Bonds are Outstanding, and during the term of the Loan Agreement, the College will keep and maintain the Initial Tax-Exempt Project Facility in accordance with (1) the requirements of the Security Documents, and (2) the purposes and requirements of the Enabling Act and the Code. Taxes, Assessments And Utility Charges (Section 6.2)

The College will pay or cause to be paid all taxes, assessments, and utility charges associated with the Initial Tax-Exempt Project Facility. Insurance Required (Section 6.3)

The College is required to maintain certain insurance to protect the interests of the College, the Issuer and the Trustee. Damage, Destruction and Condemnation (Section 7.1 and Section 7.2)

In the case of damage to or the destruction or Condemnation of the Initial Tax-Exempt Project Facility, the College, but not the Issuer, will have an obligation to replace, repair, rebuild or restore the Initial Tax-Exempt Project Facility, using insurance or Condemnation proceeds for this purpose to the extent available, unless the College elects not to replace, repair, rebuild or restore the Initial Tax-Exempt Project Facility and to cause a defeasance and/or redemption of the Bonds in accordance with the Indenture

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and the Tax Documents. If the College opts to provide for the defeasance and/or redemption of the Bonds and if the Net Proceeds collected under any and all policies of insurance or of any Condemnation award are less than the amount necessary to defease and/or redeem the Bonds in full and pay any and all amounts payable under the Financing Documents to the Issuer and the Trustee, the College will be required to pay to the Trustee the difference between such amounts and the Net Proceeds of all insurance settlements and Condemnation awards so that all of the Bonds then Outstanding will be defeased and/or redeemed and any and all amounts payable under the Financing Documents to the Issuer and the Trustee will be paid in full. Termination (Section 8.17)

Upon (1) payment in full of the Loan evidenced by the Bonds, (2) termination of the Pledge and Assignment, (3) payment in full of all other Indebtedness evidenced by the Loan Agreement and (4) performance by the College of all other obligations of the College to the Issuer pursuant to the provisions of the Loan Agreement (collectively, the “Termination Preconditions”), the Loan Agreement shall terminate, except as provided in Section 11.8 thereof (Survival of Obligations). Upon satisfaction of the Termination Preconditions, the Issuer agrees to execute and deliver to the College the Termination of Loan Agreement. Use of the Initial Tax-Exempt Project Facility (Section 8.18)

Subsequent to the Closing Date, (A) the College shall not use the Initial Tax-Exempt Project Facility, or permit the Initial Tax-Exempt Project Facility to be used, by any Nonexempt Person or in any “unrelated trade or business”, within the meaning of Section 513(a) of the Code, in such manner or to such extent as would cause the interest paid or payable on the Tax-Exempt Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes or loss of the College’s status as an exempt organization under Section 501(c)(3) of the Code, and (B) the College shall be entitled to use the Initial Tax-Exempt Project Facility as an educational facility, but not (except as otherwise permitted by the Loan Agreement) (1) as facilities used or to be used primarily for sectarian instruction or as a place of religious worship or (2) primarily as in connection with any part of a program of a school or department of divinity for any religious denomination except as otherwise provided in the Loan Agreement. Assignment of the Loan Agreement (Section 9.1)

The Loan Agreement may not be assigned by the College, in whole or in part, without the prior written consent of the Issuer and the Trustee. Merger of the Issuer (Section 9.2)

Nothing contained in the Loan Agreement shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or assignment by the Issuer of its rights and interests hereunder to, any other public instrumentality or a political subdivision of the State or Erie County, New York which has the legal authority to perform the obligations of the Issuer under the Loan Agreement, provided that (1) the exclusion of the interest payable on the Tax-Exempt Bonds from gross income for Federal income tax purposes shall not be adversely affect thereby; and (2) upon any such consolidation, merger or assignment, the due and punctual performance and observance of all of the agreements and conditions of the Loan Agreement, the Bonds and the Indenture to be kept and performed by the Issuer shall be expressly assumed in writing by the public instrumentality or political subdivision resulting from such consolidation or surviving such merger or to which the Issuer’s rights and interests under the Loan Agreement shall be assigned.

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Sale or Lease of the Initial Tax-Exempt Project Facility (Section 9.3)

Except for leases or subleases of portions of the Initial Tax-Exempt Project Facility entered into in the ordinary course of business and in compliance with the provisions of the Tax Documents, the College may not sell, lease, transfer, convey or otherwise dispose of the Initial Tax-Exempt Project Facility or any part thereof without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of the Issuer shall not be required when the College proposes to sublease a portion of the Initial Project Facility and such sublease is consistent with Section 8.18 of the Loan Agreement and the provisions of the Tax Documents.

In no event, however, shall the Issuer consent to any sale, lease, transfer, sublease, conveyance or other disposition of the Initial Tax-Exempt Project Facility, or any part thereof, prior to receipt of an opinion of Bond Counsel that such disposition will not adversely affect the exclusion of the interest paid or payable on the Tax-Exempt Bonds from gross income of the holders thereof for Federal income tax purposes.

Notwithstanding anything to the contrary contained herein, in any instance where the College reasonably determines that any portion of the Equipment has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, the College may remove such portion of the Equipment and may sell, trade in, exchange or otherwise dispose of the same, as a whole or in part, without the prior written consent of the Issuer, provided that such removed Equipment is forthwith replaced with similar items of Equipment having a similar value, free from all Liens other than any Liens created by the Financing Documents.

In the Initial Tax Regulatory Agreement, the College has covenanted that the College will not do anything that would cause the change in use provisions contained in Section 150(b)(3) of the Code to become applicable to the Initial Bonds (any such event being hereinafter referred to as a “Change in Use”), unless the College first receives an opinion of Bond Counsel that such change in use will not adversely affect the exclusion from gross income from federal income tax purposes of interest paid or payable on the Initial Bonds. Notwithstanding anything to the contrary contained in the Loan Agreement, the College agrees that, before any Change in Use shall occur, the College shall first file with the Issuer and the Trustee an opinion of Bond Counsel that such action will not adversely affect the exclusion from gross income for federal income tax purposes of interest paid or payable on the Initial Bonds (a “Change in Use Opinion”). If, in connection with obtaining any such Change in Use Opinion, Bond Counsel indicates that an amount of money is required to be applied to the redemption of the Initial Tax-Exempt Bonds, the College shall transfer such amount to the Trustee for deposit in the Bond Fund and use to redeem Bonds as provided in the Indenture. Events of Default Defined (Section 10.1)

Under the Loan Agreement, one or more of the following events will constitute an “Event of Default”:

(1) A default by the College in the due and punctual payment of the basic Loan Payments due pursuant to the Loan Agreement.

(2) The College shall fail to deliver to the Trustee, or cause to be delivered on its

behalf, the moneys needed to redeem any outstanding Bonds in the manner and upon the date requested in writing by the Trustee as provided in Article III of the Indenture.

(3) A default in the performance or observance of any other of the material covenants,

conditions or agreements on the part of the College in the Loan Agreement and the continuance thereof for a period of thirty (30) days after written notice is given by the Issuer or the Trustee to

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the College (with a copy to the Trustee, if given by the Issuer), or, if such covenant, condition or agreement is capable of cure but cannot be cured within such thirty (30) day period, the failure of the College to commence to cure within such thirty (30) day period and to thereafter prosecute the same with due diligence and, in any event, to cure such default within sixty (60) days after such written notice is given.

(4) The occurrence of an “Event of Default” under any of the other Financing

Documents.

(5) Any material representation or warranty made by the College in the Loan Agreement or in any other Financing Document proves to have been false at the time it was made.

(6) The College shall generally not pay its debts as such debts become due or admits

its inability to pay its debts as they become due.

(7) Any sale, conveyance, lease agreement or any other change of ownership of the Project Facility, whether occurring voluntarily or involuntarily, or by operation of law or otherwise, by the College (except pursuant to a Permitted Encumbrance) of the College’s interest in the Project Facility or any part thereof, except as permitted in the Loan Agreement, the other Financing Documents or a Permitted Encumbrance.

(8) (a) The filing by the College (as debtor) of a voluntary petition under the

Bankruptcy Code or any other federal or state bankruptcy statute; (b) the failure by the College within sixty (60) days to lift any execution, garnishment or attachment of such consequence as will impair the College’s ability to carry out its obligations under the Loan Agreement; (c) the commencement of a case under the Bankruptcy Code against the College as the debtor or commencement under any other federal or state bankruptcy statute of a case, action or proceeding against the College and continuation of such case, action or proceeding without dismissal for a period of sixty (60) days; (d) the entry of an order for relief by a court of competent jurisdiction under the Bankruptcy Code or any other federal or state bankruptcy statute with respect to the debts of the College; or (e) in connection with any insolvency or bankruptcy case, action or proceeding, appointment by final order, judgment or decree of a court of competent jurisdiction of a receiver or trustee of the whole or a substantial portion of the Property of the College, unless such order, judgment or decree is vacated, dismissed or dissolved within sixty (60) days of such appointment.

(9) The removal of the Equipment or any portion thereof outside Erie County, New

York, without the prior written consent of the Issuer, other than in connection with a removal permitted under Section 9.3 of the Loan Agreement.

(10) Any provision of the Loan Agreement or any of the other Financing Documents

shall at any time for any reason cease to be valid and binding on the related obligor thereunder or shall be declared to be null and void by any court or governmental authority or agency having jurisdiction over the College, or the validity or the enforceability thereof shall be contested by the College, the Issuer or the Trustee, in a judicial or administrative proceeding.

(11) Any Financing Document shall cease to be in full force and effect, or any Lien

created or purported to be created in any collateral pursuant to any Financing Document shall fail to be a valid, enforceable and perfected Lien in favor of the secured party or parties named in such Financing Document, having the priority purported to be given such Lien under such Financing Documents, or the College, the Trustee or any Governmental Authority shall assert any of the foregoing, unless such failure of validity, enforceability or perfection is caused by the negligence or intentional act of the Trustee or the Issuer.

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Notwithstanding the foregoing, if by reason of force majeure (as hereinafter defined) either party

to the Loan Agreement shall be unable, in whole or in part, to carry out its obligations under the Loan Agreement and if such party shall give notice and full particulars of such force majeure in writing to the other party and to the Trustee within a reasonable time after the occurrence of the event or cause relied upon, the obligations under the Loan Agreement of the party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of the inability, which shall include a reasonable time for the removal of the effect thereof. The suspension of such obligations for such period pursuant to this provision shall not be deemed an Event of Default under the Loan Agreement. Notwithstanding this provision, an event of force majeure shall not excuse, delay or in any way diminish certain obligations of the College to make certain payments, to obtain and continue in full force and effect certain insurance, to provide certain indemnity required by the Loan Agreement and to comply with certain other provisions of the Loan Agreement. The term “force majeure” as used herein shall include acts outside of the control of the Issuer and the College, including but not limited to acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, orders of any kind of any Governmental Authority or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, and partial or entire failure of utilities, or any other cause or event not reasonably within the control of the party claiming such inability. It is agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the party having difficulty, and the party having difficulty shall not be required to settle any strike, lockout or other industrial disturbances by acceding to the demands of the opposing party or parties. Remedies on Default (Section 10.2)

Whenever any Event of Default shall have occurred and be continuing, the Issuer and/or the Trustee may, to the extent permitted by law, take any one or more of the following remedial steps:

(1) declare, by written notice to the College, to be immediately due and payable (a) all unpaid basic Loan Payments payable pursuant to the Loan Agreement and (b) all other payments due under the Loan Agreement or any of the other Financing Documents;

(2) take any other action at law or in equity which may appear necessary or desirable

to collect any amounts then due or thereafter to become due under the Loan Agreement and to enforce the obligations, agreements or covenants of the College under the Loan Agreement;

(3) terminate disbursement of the Bond Proceeds; or

(4) exercise any remedies available pursuant to any of the other Financing Documents.

No Recourse; Special Obligation (Section 11.10)

The obligations and agreements of the Issuer contained in the Loan Agreement and in the other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental thereto, will be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent, servant or employee of the Issuer in his individual capacity, and the members, officers, directors, agents, servants and employees of the Issuer will not be liable personally on the Loan Agreement or such other documents or be subject to any personal liability or accountability based upon or in respect of the Loan Agreement or such other documents or of any transaction contemplated by the Loan Agreement or such other documents.

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The obligations and agreements of the Issuer contained in the Loan Agreement or such other documents will not constitute or give rise to an obligation of the State of New York or of Erie County, New York, and neither the State of New York nor Erie County, New York will be liable hereon or thereon, and, further, such obligations and agreements will not constitute or give rise to a general obligation of the Issuer, but rather will constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights).

No order or decree of specific performance with respect to any of the obligations of the Issuer under the Loan Agreement will be sought or enforced against the Issuer unless (A) the party seeking such order or decree will first have requested the Issuer in writing to take the action sought in such order or decree of specific performance, and ten (10) days will have elapsed from the date of receipt of such request, and the Issuer will have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than ten days, will have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (B) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree will have placed in an account with the Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (C) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents, servants or employees will be subject to potential liability, the party seeking such order or decree (1) agrees to indemnify and hold harmless the Issuer and its members, officers, agents and employees against any liability incurred as a result of its compliance with such demand, and (2) if requested by the Issuer, furnishes to the Issuer satisfactory security to protect the Issuer and its members, officers, agents and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this paragraph shall not affect the full force and effect of an Event of Default under the Loan Agreement.

SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND ASSIGNMENT

Pursuant to the Pledge and Assignment, to further secure the payment of the Bonds, the Issuer will

pledge, assign, transfer and set over to the Trustee, and grant the Trustee a lien on and security interest in, all of the Issuer's right, title and interest in the Loan Agreement and any and all moneys due or to become due and any and all other rights and remedies of the Issuer under or arising out of the Loan Agreement, except for the Unassigned Rights.

The foregoing is a brief summary of the Pledge and Assignment and should not be considered a complete statement thereof. Reference is made to the Pledge and Assignment for complete details of the terms thereof.

SUMMARY OF CERTAIN PROVISIONS OF THE GUARANTY

Pursuant to the Guaranty, the College’s obligation to make all Loan Payments under the Loan Agreement and to perform all obligations related thereto, and the Issuer’s obligation to repay the Initial Bonds, will be further secured. The following is a brief summary of certain provisions of the Guaranty and should not be considered a full statement thereof.

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Guaranty of Payment (Section 3.1)

The College irrevocably and unconditionally guarantees to the Trustee (1) the full and prompt payment of moneys sufficient to pay, or to provide for the payment of, (a) the outstanding principal on the Initial Bonds when and as the same becomes due, (b) any and all interest on the Initial Bonds when and as the same becomes due, (c) any premium or redemption payment payable on the Initial Bonds when and as the same becomes due, (d) the Redemption Price of the Initial Bonds, when and as the same becomes due, and (e) any other sum payable by the Issuer or the College under the Financing Documents, when and as the same shall become due, whether at the stated maturity thereof, by acceleration or upon prepayment or otherwise, and (2) the performance by the College of its obligations under the Financing Documents. The College irrevocably and unconditionally agrees that, upon the occurrence of an Event of Default and the acceleration of the principal balance of the Initial Bonds then Outstanding and all accrued but unpaid interest and any premium on the Initial Bonds by the Trustee, the College will promptly pay the same.

Additional Covenants (Section 3.9) The College shall maintain a Debt Service Coverage Ratio equal to at least 1:10 to 1:00, which shall be calculated as of May 31st of each Fiscal Year, commencing on May 31, 2021. By no later than 120 days after the close of each Fiscal Year, the College will provide to the Trustee a Certificate of an Authorized Representative of the College stating whether the Debt Service Coverage Ratio was satisfied for such Fiscal Year and setting forth the calculations upon which the statement is based. The College’s failure to maintain a Debt Service Coverage Ratio of at least 1:10 to 1:00 for two (2) consecutive Fiscal Years shall constitute an Event of Default under the Guaranty.

SUMMARY OF CERTAIN PROVISIONS OF THE PLEDGE AND SECURITY AGREEMENT

Pursuant to the Pledge and Security Agreement, the College will grant to the Trustee a security

interest in the Gross Revenues as additional security for the Initial Bonds. Reference is made to the Pledge and Security Agreement for complete details of the terms thereof. The following is a brief summary of certain provisions of the Pledge and Security Agreement and should not be considered a full statement thereof.

Definitions (Section 1)

“Bank” means Key Government Finance, Inc. and its successors and assigns. “Gross Revenues” means, to the maximum extent permitted by law, all receipts, revenues, income

and other money received by or on behalf of the College derived from its operations, including all rights to receive the same, whether in the form of accounts receivable, contracts rights or other rights (including rights under policies of business interruption insurance but not under policies of casualty insurance), and proceeds of such rights, now owned or held or hereafter coming into existence; provided, however, that Gross Revenues shall not include (1) gifts, grants, bequests, donations and contributions restricted at the time of making thereof by the donor or maker thereof as being for certain specific purposes inconsistent with the payments required by Section 5.1 of the Loan Agreement and the income derived therefrom to the extent required by such restriction and (2) reimbursements paid by 301 Connecticut LLC to the College pursuant to the Master Lease Agreement dated as of February 1, 2019 by and between the College and 301 Connecticut LLC relating to costs of the Hub Facility advanced by the College on behalf of 301 Connecticut LLC.

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“Hub Facility Grants” means capital campaign funds and grant proceeds relating to the Hub Facility pledged by the College to the Bank pursuant to the Pledge and Security Agreement dated January 3, 2020 by and between the College and the Bank.

“January 2020 Bank Loan Pledge and Security Agreement” shall have the meaning given to such

term in Section 28 of the Pledge and Security Agreement. “Secured Indebtedness” means (1) the payment of $_________, being the aggregate principal

amount of the Initial Bonds, together with premium, if any, and interest thereon, according to their tenor and effect; (2) the payment of all other sums required to be paid by the College hereunder and under the Loan Agreement and the other Financing Documents; and (3) the performance and observance by the College of all of the covenants, agreements, representations and warranties herein and in the Loan Agreement and the other Financing Documents made by the College.

“Senior Security Interest” shall have the meaning given to such term in Section 28 of the Pledge

and Security Agreement.

All of the other capitalized terms used in the Pledge and Security Agreement and not otherwise defined therein shall have the meanings assigned thereto in the Indenture. Pledge of Gross Revenues (Section 3) In consideration of the issuance of the Initial Bonds, the making of the Loan and in order to secure the Secured Indebtedness, the College pledges, assigns, transfers, hypothecates and delivers to the Trustee, and grants to the Trustee a security interest in, all of College’s right, title and interest in and to the Gross Revenues, whether now owned or at any time hereafter acquired or arising and wherever located, and all proceeds, products and accessions thereof.

The assignment of Gross Revenues by the College is a present, irrevocable, absolute and

unconditional assignment of the Gross Revenues, reserving unto the College, however, a license to collect, retain, enjoy and use such Gross Revenues prior to the occurrence of an Event of Default (as defined in the Pledge and Security Agreement) beyond the expiration of any applicable notice and cure period. This license shall be revocable by Trustee at any time following the occurrence of an Event of Default beyond the expiration of any applicable notice and cure periods.

Collection and Use of Gross Revenues (Section 8) Subject to the provisions of Section 3 of the Pledge and Security Agreement), so long as no Event of Default has occurred (beyond the expiration of any applicable notice and grace period) and is continuing the College may collect, retain, enjoy and use the Gross Revenues; provided, however, that the Trustee shall have the right at any time upon the occurrence and continuation of an Event of Default (beyond the expiration of any applicable notice and cure periods) and upon written notice to the College of its intention to do so, to notify the account debtors or obligors under the Gross Revenues of the assignment of such Gross Revenues to the Trustee and to direct such account debtors or obligors to make payment of all amounts due or to become due to the College thereunder directly to Trustee and, upon such notification and at the expense of the College, to enforce collection of any such Gross Revenues, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the College might have done. After receipt by the College of the notice from the Trustee referred to in the preceding sentence and subject to Section of the Pledge and Security Agreement, (a) all amounts and proceeds received by College, in respect of the Gross Revenues shall be received in trust for the benefit of the Trustee, shall be segregated from other funds of the College and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied as provided by the Pledge and

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Security Agreement, and (b) the College shall not adjust, settle or compromise the amount or payment of any receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon without the consent of the Issuer. Parity Obligations (Section 9) Notwithstanding anything in the Pledge and Security Agreement to the contrary, the College may issue, incur or assume Long-Term Indebtedness secured by a Lien on Gross Revenues, which in the event of any default and acceleration or claim on the Gross Revenues is pari passu with the Lien on the Gross Revenues granted by the Pledge and Security Agreement in accordance with the terms of the Indenture and the Loan Agreement. Events of Default (Section 12)

The following shall each be an “Event of Default” under the Pledge and Security Agreement and the terms “Event of Default” or “default” shall mean, whenever they are used in or with respect to the Pledge and Security Agreement, any one or more of the following events (beyond all applicable notice, cure and/or grace periods):

(A) a default in the due and punctual payment of principal of and premium, if any, and interest on, the Initial Bonds;

(B) if the College shall default in the due observance or performance of or compliance with any of the provisions, warranties, covenants, promises, agreements, terms or conditions to be observed, performed, or complied with by the College, as contained in the Pledge and Security Agreement other than those referred to in the other paragraphs of this Section, and such default shall continue for a period of thirty (30) days after notice thereof to the College by the Trustee; provided that in the case of a default under this paragraph (B) which cannot with due diligence be cured within such period of thirty (30) days, the time within which the College may cure the same shall be extended for such period as may be reasonably necessary in the College’s reasonable discretion to cure the same with due diligence (but in no event more than ninety (90) days from said notice), so long as the College commences within such thirty (30) days and proceeds diligently to cure the same;

(C) the occurrence of a default or an Event of Default under any of the Indenture, the Loan Agreement or any other Financing Document beyond any applicable grace and cure periods;

(D) if any warranty, representation, certification, financial statement or other information made or furnished to induce the Issuer to issue the Initial Bonds, or made or furnished, at any time, in or pursuant to the terms of the Pledge and Security Agreement or otherwise by the College, shall prove to have been false or misleading in any material respect when made;

(E) the College shall (1) be generally not paying its debts as they become due, (2) file, or consent by answer or otherwise to the filing against it of, a petition under the United States Bankruptcy Code or under any other bankruptcy or insolvency law of any jurisdiction, (3) make a general assignment for the benefit of its general creditors, (4) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, (5) be adjudicated insolvent or be liquidated or (6) take corporate action for the purpose of any of the foregoing;

(F) the College shall conceal, remove or permit to be concealed or removed any part of the Gross Revenues with intent to hinder, delay or defraud its creditors, or any one of them, or shall make or suffer a transfer of any of the Gross Revenues which is fraudulent under any bankruptcy, fraudulent conveyance or similar law; or

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(G) the imposition of a lien on the Gross Revenues, excepting the security interest created under

the Pledge and Security Agreement, Permitted Encumbrances or liens being contested as provided in the Pledge and Security Agreement. Subordination to Senior Security Interest (Section 28)

The Pledge and Security Agreement, the pledge of, and the security interest in, the Gross Revenues made by and granted therein and the rights and obligations of the Trustee and the College thereunder are intended to be and the same are thereby made subject and subordinate to the pledge of, and the security interest granted in the Hub Facility Grants (the “Senior Security Interest”) made and granted by the College to the Bank pursuant to a pledge and security agreement dated January 3, 2020 (the “January 2020 Bank Loan Pledge and Security Agreement”) by and between the College and the Bank relating to the January 2020 Bank Loan.

SUMMARY OF CERTAIN PROVISIONS OF THE INTERCREDITOR AGREEMENT

Pursuant to the Intercreditor Agreement, the respective liens held by the Bank and the Trustee in

the Gross Revenues will be on parity. Reference is made to the Intercreditor Agreement for complete details of the terms thereof. The following is a brief summary of certain provisions of the Intercreditor Agreement and should not be considered a full statement thereof. Definitions (Section 1) “Bank Documents” means the January 2020 Bank Loan Agreement and the New January 2020 Bank Loan Pledge and Security Agreement. “Bank Obligations” means, as of any date of calculation, the aggregate principal amount of the January 2020 Bank Loan outstanding, plus accrued interest thereon to such date, and all other amounts due and owing to the Bank with respect to the January 2020 Bank Loan.

“Bond Documents” means the Indenture, the Loan Agreement, the Pledge and Security Agreement and the Pledge and Assignment. “Bond Obligations” means, as of any date of calculation, the aggregate principal amount of the Initial Bonds outstanding, plus accrued interest thereon to such date, and all other amounts due and owing to the Trustee with respect to the Initial Bonds.

“Foreclose” means to foreclose upon or to exercise any power of sale or otherwise to foreclose or realize upon the Gross Revenues or any part thereof.

“January 2020 Bank Loan Agreement” means the loan agreement dated January 3, 2020 by and between the Bank and the College.

“New January 2020 Bank Loan Pledge and Security Agreement” shall have the meaning assigned to such term in Section 2 of the Intercreditor Agreement. Parity Security (Section 2)

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(A) The Bank and the Trustee agree that each security interest in, pledge of and lien upon the Gross Revenues made and given to secure the College’s obligations under any of the applicable Bond Documents and the Bank Documents shall have the priorities to each other as hereinafter set forth in this Section. As between the Trustee and the Bank, the lien on the Gross Revenues to secure the College’s obligations under the Bond Documents and the Bank Documents shall be shared equally and ratably by the Trustee and the Bank. The priority specified above shall be applicable irrespective of the time or order in which any Bond Document or Bank Document was entered into, any loan was made under any of the foregoing agreements, any of the Bond Obligations or the Bank Obligations were issued or made, the time or order of attachment or perfection of the security interests or other interests referred to herein, the time or order of recording or filing of financing statements or knowledge by any of the parties hereto of the making or giving of any pledge, security interest or other interest referred to herein. (B) Notwithstanding anything herein to the contrary, the College may issue, incur or assume long-term indebtedness (the “Parity Obligations”) secured by a lien on the Gross Revenues, which, upon execution and delivery of an amendment to the Intercreditor Agreement as provided below, shall automatically be pari passu with the lien on the Gross Revenues granted to the Bank under the pledge and security agreement dated as of September 1, 2020 (the “New January 2020 Bank Loan Pledge and Security Agreement”) by and between the College and the Bank entered into in connection with the issuance of the Initial Bonds and to the Trustee under the Pledge and Security Agreement, respectively. Any holder of such Parity Obligations shall be required, as a condition to the College issuing such Parity Obligations, to execute an amendment to the Intercreditor Agreement pursuant to which the holder of such Parity Obligations joins as a party to the Intercreditor Agreement and agrees to be bound by the terms hereof. Events of Default (Section 3) (A) The term “Event of Default” as used herein shall mean any “Event of Default” as defined in the Bond Documents or the Bank Documents, it being intended that the Trustee and the Bank each may declare or decline to declare an Event of Default under and in accordance with the applicable documents. (B) The Trustee and the Bank shall promptly (and in all cases within five (5) Business Days after sending any such notice) provide the other party a copy of any notice of an Event of Default or any notice with respect to the commencement of an action to Foreclose with respect to the Gross Revenues sent to the College under any of the applicable Bond Documents or Bank Documents. Foreclosure (Section 4) Each of the Trustee and the Bank may, without the consent of the other, commence an action or proceeding to Foreclose, and Foreclose upon any of the Gross Revenues whenever, and to the extent, such party is permitted to do so under any Bond Document or Bank Document to which it is a party, including by assignment, or made for its benefit or by which it is benefited. Each of the Trustee and the Bank may, if it is then entitled to do so under the applicable Bond Documents or Bank Documents and in compliance with Section 3 of the Intercreditor Agreement, independently commence an action or proceeding to Foreclose on the Gross Revenues, or join in any action or proceeding commenced by the other party to Foreclose on any of the Gross Revenues. In any action or proceeding commenced to Foreclose on the Gross Revenues, each of the Trustee and the Bank may in their sole and absolute discretion, but are not required to, by unanimous consent, appoint a collateral agent (the “Collateral Agent”) from among the parties to such action or proceeding to prosecute such action or proceeding on behalf of and as agent for all of the parties thereto; provided, however, that such Collateral Agent accepts such appointment and expressly agrees in writing to comply with the Intercreditor Agreement. Each of the Trustee and the Bank agree that it shall not take any action of any kind or nature whatsoever, either directly or indirectly, to delay, oppose, impede, obstruct, hinder, enjoin or otherwise interfere with, the exercise by the other party of its rights and remedies pursuant to its respective Bond Documents or Bank Documents.

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Other Actions (Section 5) (A) Except as limited by Section 4 of the Intercreditor Agreement, each of the Trustee and the Bank, to the extent such party is permitted to do so under any Bond Document or Bank Document to which it is a party, or which has been assigned to it or by which it is benefited, shall, upon notice having been given to the other party in accordance with Section 3 hereof (to the extent required), have the right, without the consent of the other party, to commence an action or proceeding to enforce any of their respective rights under, to compel compliance with or enjoin a breach of any covenant or agreement of the College contained in:

(i) in the case of the Trustee, the Bond Documents; and

(ii) in the case of the Bank, the Bank Documents.

Cash Proceeds (Section 6) (A) All readily identifiable proceeds of the Gross Revenues shall be treated as being subject to and disposed of in accordance with the priorities established by the Intercreditor Agreement. The proceeds of any Gross Revenues received by each of the Trustee and the Bank or the Collateral Agent, if any, shall be held, in a segregated account established by it for application in accordance with the Intercreditor Agreement, in trust for the benefit of the Trustee and the Bank, as their respective interests may appear. All proceeds of the Gross Revenues received by each of the Trustee and the Bank for whose benefit a Collateral Agent has been appointed shall promptly remit such proceeds to the Collateral Agent for deposit in the segregated trust account established by it. (B) The proceeds of and collections on the Gross Revenues shall be distributed as soon as practicable whenever the aggregate amount of such proceeds held in the segregated account established pursuant to this Section exceeds $5,000, in the following order of priority: (i) To the payment of the costs and expenses of foreclosing or realizing upon such

Gross Revenues actually incurred in connection with an enforcement action by the Collateral Agent, the Trustee, the Bank or third parties;

(ii) To payment to each of the Trustee and the Bank, pro rata, based on the unpaid

principal amount of the indebtedness and interest due and payable at the time of calculation under each applicable Bond Document or Bank Document until all such principal and interest has been paid in full;

(iii) To payment to each of the Trustee and the Bank, pro rata, based on, but not in excess of, the fees and expenses of each of them then due to each of them under the applicable Bond Document or Bank Document and then unpaid at the time of calculation until all such fees and expenses have been paid in full (but only in so far as such fees and expenses of the Trustee and the Bank are reasonably related to the applicable Bond Document or Bank Document and not otherwise reimbursed pursuant to subparagraph (i) above); and

(iv) To payment of each of the Trustee and the Bank, pro rata, based on, but not in excess of, all other amounts owing under the Bond Document or Bank Document due at the time of calculation to each of them and then unpaid until such other amounts have been paid in full.

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Any surplus of cash proceeds remaining after payment in full of all of the College’s Obligations shall be paid over to the College or to whomever may be otherwise lawfully entitled to receive such surplus.

(C) Each of the Trustee and the Bank agrees that it must provide the other party with written evidence, in a commercially reasonable form, of any amounts such party seeks reimbursement for under this Section.

APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

[CLOSING DATE] Buffalo and Erie County Industrial Land Development Corporation 95 Perry Street – Suite 403 Buffalo, New York 14203 Re: Buffalo and Erie County Industrial Land Development Corporation

Revenue Bonds (D’Youville College Project), Series 2020A in the aggregate principal amount of $32,740,000

Buffalo and Erie County Industrial Land Development Corporation Revenue Bonds (D’Youville College Project), Series 2020B (Taxable) in the aggregate principal amount of $13,335,000

Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance on the date hereof of the Revenue Bonds (D’Youville College Project), Series 2020A in the aggregate principal amount of $32,740,000 (the “Series 2020A Bonds”) and the Revenue Bonds (D’Youville College Project), Series 2020B (Taxable) in the aggregate principal amount of $13,335,000 (the “Series 2020B Bonds” and, together with the Series 2020A Bonds, the “Initial Bonds”) by Buffalo and Erie County Industrial Land Development Corporation (the “Issuer”) (a public instrumentality of Erie County, New York), a New York not-for-profit corporation, created pursuant to Section 1411 of the Not-For-Profit Corporation Law of the State of New York, as amended (the “Enabling Act”).

The Initial Bonds are being issued under and pursuant to a bond resolution adopted by the members of the Issuer on August 26, 2020, a certificate of determination dated September __, 2020 (the “Certificate of Determination”) executed by the Chairman, Vice Chairman or President and Chief Executive Officer of the Issuer and a trust indenture dated as of September 1, 2020 (the “Indenture”) by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), in connection with a project (the “Initial Project”) to be undertaken by the Issuer for the benefit of D’Youville College (the “College”), said Initial Project consisting of the following: (A) the refinancing of the Dormitory Authority of the State of New York D’Youville College Revenue Bonds, Series 2008 issued on December 10, 2008 in the aggregate principal amount of $26,710,000 (the “Series 2008 Bonds”), which Series 2008 Bonds were used to finance a project consisting of the following: (1)(a) the construction on a certain parcel of land (the “Series 2008 Land”) on the College’s campus, which is located at 320 Porter Avenue, Buffalo, New York and which is bounded by the following streets: Jersey Avenue to the South, Niagara Street to the West, Vermont Street to the North and Plymouth Avenue to the East (the “Campus”), of a six-story academic building and a four-story dormitory (collectively, the “Series 2008 Facility”) and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2008 Equipment”) (the Series 2008 Facility, the Series 2008 Land and the Series 2008 Equipment being collectively referred to hereinafter as the “Series 2008 Project Facility”) and (2) the refinancing of the Erie County Industrial Development Agency Adjustable Rate Demand Civic Facility Revenue Bonds (2004 D’Youville College Project), Series 2004 issued on September 22, 2004 in the aggregate principal amount of $7,500,000 (the “Series 2004 Bonds”),

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which Series 2004 Bonds were used to finance: (a) the construction of a townhouse style dormitory (the “Series 2004 Facility”) on a certain parcel of land (the “Series 2004 Land”) on the Campus and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2004 Equipment”) (the Series 2004 Facility, the Series 2004 Land and the Series 2004 Equipment being collectively referred to hereinafter as the “Series 2004 Project Facility”); (B) the refinancing of the Dormitory Authority of the State of New York D’Youville College Revenue Bonds, Series 2012 issued on April 25, 2012 in the aggregate principal amount of $9,355,000 (the “Series 2012 Bonds” and together with the Series 2008 Bonds, the “Prior Bonds”), which Series 2012 Bonds were used to finance a project consisting of the following: (1) the refinancing of the Dormitory Authority of the State of New York D’Youville College Insured Revenue Bonds, Series 2001 issued on March 21, 2001 in the aggregate principal amount of $10,700,000 (the “Series 2001 Bonds”), which Series 2001 Bonds were used to finance (a) (i) the demolition of an existing library facility, (ii) the construction of a new five-story academic center, (iii) the construction and equipping of enclosed walkways and (iv) related site improvements (collectively, the “Series 2001 Facility”) on a certain parcel of land (the “Series 2001 Land”) on the Campus; and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 2001 Equipment”) (the Series 2001 Facility, the Series 2001 Land and the Series 2001 Equipment being collectively referred to hereinafter as the “Series 2001 Project Facility”) and (2) the refinancing of the Dormitory Authority of the State of New York D’Youville College Insured Revenue Bonds, Series 1998 issued on November 17, 1998 in the aggregate principal amount of $5,625,000 (the “Series 1998 Bonds”), which Series 1998 Bonds were used to finance (a) the construction, conversion, renovation, equipping and repairing of an existing building into a new library facility (the “Series 1998 Facility”) on a certain parcel of land (the “Series 1998 Land”) on the Campus, and (b) the acquisition and installation of various machinery and equipment therein and thereon (the “Series 1998 Equipment”) (the “Series 1998 Facility, the Series 1998 Land and the Series 1998 Equipment being collectively referred to hereinafter as the “Series 1998 Project Facility”); (C) the refinancing of a certain taxable loan from Key Government Finance, Inc. (the “Bank”) to the College in 2014 (the “2014 Bank Loan”), the proceeds of which were used by the College to renovate and construct an addition to the College’s Arts, Science and Education Building on the Campus (the “2014 Facility”); (D) the refinancing of a portion of a certain taxable loan from the Bank to the College in January 2020 (the “January 2020 Bank Loan”), the proceeds of which were used by the College to fund a portion of the costs of constructing and equipping a new educational facility on the Campus known as the Health Professions Hub (the “Hub Facility”) (the Hub Facility, the 2014 Facility, the Series 2008 Project Facility, the Series 2004 Project Facility, the Series 2001 Project Facility and the Series 1998 Project Facility being collectively referred to hereinafter as the “Initial Project Facility”), which construction is currently underway; (E) the refinancing of a certain taxable loan from the Bank to the College in July 2020 (the “July 2020 Bank Loan”), the proceeds of which were used by the College to fund a portion of the costs of constructing and equipping the Hub Facility, which construction is currently underway; (F) the financing of all or a portion of the costs of the foregoing by the issuance of the Initial Bonds; (G) the payment of any termination payments due in connection with the termination of any interest rate swaps relating to the Prior Bonds or the 2014 Bank Loan; and (H) paying a portion of the costs incidental to the issuance of the Initial Bonds, including issuance costs of the Initial Bonds and any reserve funds as may be necessary to secure the Initial Bonds. The Issuer will make a loan to the College of the proceeds of the Initial Bonds (the “Loan”) for the purpose of assisting in financing the Initial Project, and document the Loan by entering into a loan agreement dated as of September 1, 2020 (the “Loan Agreement”) between the Issuer, as lender, and the College, as borrower.

The Initial Bonds are dated the date hereof, are issued as fully registered bonds without coupons and mature and bear interest at the rates set forth therein. The Initial Bonds are subject to (A) optional, special and mandatory redemption prior to maturity, and (B) acceleration prior to maturity, all as set forth in the Indenture and in the Initial Bonds.

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The principal of, redemption premium, if any, and interest on the Initial Bonds are payable from loan payments to be made by the College under the Loan Agreement. As security for the Initial Bonds, the Issuer has executed and delivered to the Trustee a pledge and assignment dated as of September 1, 2020 (the “Pledge and Assignment”) which assigns to the Trustee certain of the Issuer’s rights under the Loan Agreement.

The College’s obligation to make all Loan Payments under the Loan Agreement and to perform all

obligations related thereto, and the Issuer’s obligation to repay the Initial Bonds will be further secured by a guaranty dated as of September 1, 2020 (the “Guaranty”) from the College to the Trustee.

The College’s obligations pursuant to the Loan Agreement will be secured by a pledge and security

agreement dated as of September 1, 2020 (the “Pledge and Security Agreement”) from the College to the Trustee, pursuant to which the College grants to the Trustee a security interest in the Gross Revenues (as defined therein), subject to the Senior Security Interest (as defined therein) of the Bank relating to the January 2020 Bank Loan. The Bank and the Trustee, for the benefit of the Bank relating to the January 2020 Bank Loan and the holders of the Initial Bonds, respectively, have entered into an intercreditor agreement dated as of September 1, 2020 by and between the Bank and the Trustee, as acknowledged and accepted by the College, to provide for their respective rights with respect to the Gross Revenues.

You have received an opinion of even date herewith of Bond, Schoeneck & King, PLLC, counsel

to the College, upon which you are relying as to the validity and enforceability of the Indenture, the Initial Bonds and the security documents securing same. No opinion as to such matters is expressed herein.

We have examined specimen Initial Bonds and executed counterparts of the Indenture, the Loan Agreement and the Pledge and Assignment (collectively, the “Issuer Documents”) and a certain tax regulatory agreement dated the date hereof from the College to the Trustee and the Issuer (the “Tax Regulatory Agreement”) relating to the Series 2020A Bonds and such certified proceedings and such other documents as we deemed necessary to render this opinion.

With respect to the due authorization, execution and delivery by the College of the agreements to which it is a party, we have relied on the opinion of Bond, Schoeneck & King, PLLC, counsel to the College. With respect to the due authorization, execution and delivery by U.S. Bank National Association (both in its corporate capacity as signatory of the Indenture and in its capacity as Trustee) of the agreements to which it is a party, we have relied on the opinion of Ballard Spahr LLP, counsel to the Trustee.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. Furthermore, in rendering the following opinions, we have assumed that all documents executed by a person or persons other than the Issuer were duly executed and delivered by said other person or persons and that said documents constitute legal, valid and binding obligations of said person or persons enforceable against said person or persons in accordance with their terms.

In rendering the opinions expressed in paragraphs (D) and (E) below, we note that the exclusion of the interest on the Series 2020A Bonds from gross income for federal income tax purposes may be dependent, among other things, on compliance with the applicable requirements of Sections 145, 147, 148 and 149 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, the “Tax Requirements”). In our opinion, the Tax Regulatory Agreement and the other Financing Documents (as defined in the Indenture) establish requirements and procedures, compliance with which will satisfy the Tax Requirements. It should be noted, however, that compliance with certain Tax Requirements necessary to maintain the exclusion from gross income for federal income tax purposes of

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the interest on the Series 2020A Bonds may necessitate the taking of action, or refraining to take action, by persons not within the control of the Issuer or the College.

Based upon our examination of the foregoing and in reliance upon the matters and subject to the limitations contained herein, we are of the opinion, as of the date hereof and under existing law, as follows:

(A) The Issuer was duly created and is validly existing as a not-for-profit corporation under the laws of the State of New York with the corporate power to enter into and perform its obligations under the Issuer Documents and to issue the Initial Bonds.

(B) The Issuer Documents have been duly authorized, executed and delivered by the Issuer and are valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as specified below.

(C) The Initial Bonds have been duly authorized, executed and delivered by the Issuer and, assuming due authentication thereof by the Trustee, are valid and binding special obligations of the Issuer payable with respect to the Issuer solely from the revenues derived by the Issuer from the revenues derived from the Loan Agreement.

(D) The interest on the Series 2020A Bonds is excludable from gross income for federal income tax purposes and is not an “item of tax preference” for purposes of the individual alternative minimum tax imposed by the Code; provided, however, that (a) the College or another Person, by failing to comply with the Tax Requirements, may cause interest on the Series 2020A Bonds to become subject to federal income taxation from the date of issuance thereof, and (b) interest on the Series 2020A Bonds is included in determining (i) the branch profits tax imposed on foreign corporations doing business in the United States under Section 884 of the Code and (ii) passive investment income for purposes of computing the tax on net passive income imposed on certain subchapter S corporations under Section 1375 of the Code.

(E) The Series 2020A Bonds do not constitute “arbitrage bonds”, within the meaning of Section 148 of the Code, except as specified below.

(F) So long as interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes, the interest on the Series 2020A Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York).

(G) The interest on the Series 2020B Bonds is not excludable from gross income for federal

income tax purposes and interest on the Series 2020B Bonds is not exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York).

(H) The Initial Bonds do not constitute a debt of the State of New York or Erie County, New York, and neither the State of New York nor Erie County, New York is liable thereon.

We call your attention to the fact that the College or another person, by failing to comply with the Tax Requirements as set forth in the Code and the Tax Regulatory Agreement, may cause interest on the Series 2020A Bonds to become subject to federal income taxation from the date hereof. We express no opinion regarding other federal tax consequences arising with respect to the Series 2020A Bonds.

Any opinion concerning the validity, binding effect or enforceability of any document (A) means that (1) such document constitutes an effective contract under applicable law, (2) such document is not invalid in its entirety under applicable law because of a specific statutory prohibition or public policy, and is not subject in its entirety to a contractual defense under applicable law and (3) subject to the following

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sentence, some remedy is available under applicable law if the person concerning whom such opinion is given is in material default under such document, but (B) does not mean that (1) any particular remedy is available under applicable law upon such material default or (2) every provision of such document will be upheld or enforced in any or each circumstance by a court applying applicable law. Furthermore, the validity, binding effect or enforceability of any document may be limited to or otherwise affected by (A) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statute, rule, regulation or other law affecting the enforcement of creditors’ rights and remedies generally or (B) the unavailability of, or any limitation on the availability of, any particular right or remedy (whether in a proceeding in equity or law) because of the discretion of a court or because of any equitable principle or requirement as to commercial reasonableness, conscionability or good faith.

We express no opinion with respect to (A) title to all or any portion of the Initial Project Facility, (B) the priority of any liens, charges, security interests or encumbrances affecting the Initial Project Facility or any part thereof (or the effectiveness of any remedy which is dependent upon the existence of title to the Initial Project Facility or the priority of any such lien, charge, security interest or encumbrance), (C) any laws, regulations, judgments, permits or orders with respect to zoning, subdivision matters or requirements for the physical commencement and continuance of the construction, reconstruction, installation, occupancy or operation of the Initial Project Facility or with respect to the requirements of filing or recording of any of the Financing Documents, or (D) the laws of any jurisdiction other than the State of New York and other than the securities and the tax laws of the United States of America.

Certain agreements, requirements and procedures contained or referred to in the Indenture, the Loan

Agreement, the Tax Regulatory Agreement and the other Financing Documents may be changed and certain actions may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion with respect to the exclusion of interest on the Series 2020A Bonds from gross income for federal income tax purposes is expressed herein as to the Series 2020A Bonds if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Hodgson Russ LLP.

The scope of our engagement has extended solely to the examination of the facts and law incident

to rendering the opinions expressed herein. Attention is called to the fact that we have not been requested to examine and have not examined any documents or information relating to the College or the Initial Project Facility other than specifically hereinabove referred to, and no opinion is expressed as to any financial or other information, or the adequacy thereof, which has been or may be supplied to any purchaser of the Initial Bonds.

Our opinions set forth herein are based upon the facts in existence and the laws in effect on the date

hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof

We have rendered this opinion solely for your benefit and this opinion may not be relied upon by,

nor copies hereof delivered to, any other person without our prior written approval.

Very truly yours,

HODGSON RUSS LLP

By: ______________________________________ Christopher C. Canada

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APPENDIX E

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT

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APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Disclosure Agreement") is dated as of September 1, 2020 and is executed and delivered by D’YOUVILLE COLLEGE (the "College") and U.S. BANK NATIONAL ASSOCIATION, solely as trustee (the "Trustee") under a Trust Indenture, dated as of September 1, 2020 (the "Indenture"), between the Buffalo and Erie County Industrial Land Development Corporation (the "Issuer") and the Trustee in connection with the issuance of $46,075,000 Buffalo and Erie County Industrial Land Development Corporation Revenue Bonds, Series 2020 (D’Youville College Project), consisting of Revenue Bonds (D’Youville College Project), Series 2020A in the aggregate principal amount of $32,740,000 and Revenue Bonds (D’Youville College Project), Series 2020B (Taxable) in the aggregate principal amount of $13,335,000 (collectively, the "Bonds"). The proceeds of the Bonds are being loaned by the Issuer to the College pursuant to a Loan Agreement, dated as of September 1, 2020 (the "Loan Agreement"), between the Issuer and the College. For valuable consideration, the receipt of which is acknowledged, the Trustee and the College covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the College and the Trustee for the benefit of the Bondholders (defined below) and the beneficial owners of the Bonds, and in order to assist the Underwriter (defined below) in complying with the Rule (defined below). The College and the Trustee acknowledge that the Issuer has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Disclosure Agreement, and has no liability to any person, including any Bondholder, with respect to any such reports, notices or disclosures.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture and in the Loan Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the first paragraph of this Disclosure Agreement, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the College pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Bondholder" or "Holder", when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Bond and any beneficial owner thereof.

"EMMA" shall mean the MSRB's Electronic Municipal Market Access System.

"Financial Obligation" shall mean "financial obligation" as such term is defined in the Rule, which definition, subject to certain exceptions, as of the date hereof defines Financial Obligation to mean (A) a debt obligation, (B) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (C) a guarantee of a financial obligation described in (A) or (B) of this

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clause. The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act or any successor thereto or to the functions of the MSRB contemplated by this Disclosure Agreement. "Notice Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act. "SEC" shall mean the United States Securities and Exchange Commission. "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as the same may be amended from time to time. "Underwriter" shall mean KeyBanc Capital Markets Inc., the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

SECTION 3. Provision of Annual Reports.

(a) The College, commencing with the fiscal year ending [____ __], 20[__], shall, or shall cause the Dissemination Agent (as defined herein), if any, to, not later than 120 days after the end of each fiscal year of the College (the "Annual Filing Date"), provide to the Trustee and the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the College may be submitted separately from the balance of the Annual Report.

Should the College elect to appoint a third party to act as Dissemination Agent hereunder:

(i) on or prior to the Annual Filing Date, the Annual Report shall be provided by the College to the Dissemination Agent together with either (A) a letter authorizing the Dissemination Agent to file the Annual Report with the MSRB, or (B) a certificate stating that the College has provided the Annual Report to the MSRB and the date on which such Annual Report was provided, and

(ii) the College shall promptly notify the Dissemination Agent in writing of any change in the College's fiscal year.

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(b) If by the fifteenth (15th) day prior to the Annual Filing Date the Trustee has not received a copy of the Annual Report, the Trustee shall contact the College to request a report regarding compliance with the provisions governing the Annual Report.

(c) If the Trustee is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Trustee shall send (i) a reminder notice to the College and the Issuer, and (ii) a notice to the MSRB in substantially the form attached as Exhibit A hereto.

(d) The Dissemination Agent, if any, shall file a report with the College, the Issuer and the Trustee certifying that the College has filed a report (directly or through the Dissemination Agent) purporting to be an Annual Report pursuant to this Disclosure Agreement, and stating the date it was provided (if such report was provided).

SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following information relating to the College for or as of the most recently completed fiscal year of the College:

(a) Audited financial statements;

(b) Operating information in the form included in Appendix A of the Official Statement under the table headings [ ] with comparative information for the preceding fiscal year; and

(c) Financial information in the form included in Appendix A of the Official Statement under the table headings [ ] with comparative information for the preceding fiscal year, unless such information is available in the audited financial statements.

The College agrees that the financial statements provided pursuant to Sections 3 and 4 of this Disclosure Agreement shall be prepared in conformity with generally accepted accounting principles (to the extent applicable), as in effect from time to time. Any or all of the items listed above may be incorporated by reference from, other documents, including official statements of debt issues with respect to which the College is an "obligated person" (as defined by the Rule), which have been filed with the MSRB or the SEC. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The College shall clearly identify each such other document so incorporated by reference.

The descriptions contained in paragraphs (b) and (c) above of financial information and operating data to be included in the Annual Report are of general categories of financial information and operating data. When such descriptions include information that is no longer regularly maintained or available or that can no longer be generated because the operations to which it related have been materially changed or discontinued, a statement to that effect shall be provided in lieu of such information. Any Annual Report containing modified financial information or operating data shall explain, in narrative form, the reasons for the modification and the impact of the modification on the type of financial information or operating data being provided.

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SECTION 5. Reporting of Significant Events.

(a) This Section 5 shall govern the giving of notices of the occurrence of any of the following Notice Events:

1. principal or interest payment delinquencies on the Bonds;

2. non-payment related defaults, if material;

3. unscheduled draws on debt service reserves reflecting financial difficulties;

4. unscheduled draws on credit enhancement reflecting financial difficulties;

5. substitution of credit or liquidity providers or its failure to perform;

6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices of determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

7. modifications to the rights of the Bondowners, if material;

8. Bond calls, if material, and tender offers;

9. defeasances;

10. release, substitution or sale of property securing repayment of the Bonds, if material;

11. rating changes;

12. bankruptcy, insolvency, receivership or similar event of the College;

13. the consummation of a merger, consolidation, or acquisition involving the College or the sale of all or substantially all of the assets of the College, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

14. appointment of a successor or additional trustee or the change of name of a trustee, if material;

15. incurrence of a Financial Obligation of the College, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the College, any of which affect security holders, if material; and

16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the College, any of which reflect financial difficulties.

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(b) Whenever the College obtains knowledge of the occurrence of a Notice Event, if the College has elected to appoint a third party to act as Dissemination Agent hereunder, the College shall provide, in a timely manner not in excess of five (5) Business Days after the occurrence of such Notice Event, notice of such Notice Event to the Dissemination Agent. The College (directly or through the Dissemination Agent) shall provide written notice of each such Notice Event to (i) the MSRB, (ii) the Trustee and (iii) the Issuer, in each case within ten (10) Business Days after the occurrence of a Notice of Event.

SECTION 6. Termination of Reporting Obligation.

(a) The obligations of the College under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the College's obligations under the Loan Agreement are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the College. The original College shall have no further responsibility hereunder only to the extent that the College ceases to be an obligated person with respect to the Bonds within the meaning of the Rule.

(b) In addition, the College's obligations under the provisions of this Disclosure Agreement shall terminate (in whole or in part, as the case may be) in the event that (i) the College delivers to the Dissemination Agent, if any, the Trustee, and the Issuer an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Dissemination Agent, if any, the Trustee and the Issuer, to the effect that those portions of the Rule which require the provisions of this Disclosure Agreement, or any of such provisions, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion (but such termination of the College's obligations shall be effective only to the extent specifically addressed by such opinion), and (ii) the College or the Dissemination Agent delivers copies of such opinion to (A) the MSRB, (B) the Issuer, (C) the Trustee, and (D) the Underwriter. The College or the Dissemination Agent shall so deliver such opinion promptly.

SECTION 7. Dissemination Agent.

(a) The College may, from time to time, appoint or engage a third-party dissemination agent (the "Dissemination Agent") to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such third party Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the College shall be the Dissemination Agent.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the College may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if all of the following conditions are satisfied: (a) such amendment is made in connection with a change in circumstances that arises, from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the College or the type of business conducted by the College, (b) this Disclosure Agreement as so amended would have complied with the requirements of the Rule as of the date of this Disclosure Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (c) the College shall have delivered an opinion

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of counsel, addressed to the Issuer, the College, the Dissemination Agent, if any, and the Trustee, to the same effect as set forth in clause (b) above, (d) either (i) the College shall have delivered to the Issuer, the Trustee and the Dissemination Agent, if any, an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, in each case unaffiliated with the College and acceptable to the Trustee, to the effect that the amendment does not materially impair the interests of the Holders of the Bonds or (ii) the Holders of the Bonds consent to the amendment to this Disclosure Agreement pursuant to the same procedures as are required for amendments to the Indenture with consent of the Holders of the Bonds pursuant to the Indenture as in effect on the date of this Disclosure Agreement, and (e) the College shall have delivered copies of such opinion(s) and amendment to the MSRB. The Dissemination Agent, if any, may rely and act upon such opinions.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the College from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of the occurrence of a Notice Event, in addition to that which is required by this Disclosure Agreement. If the College chooses to include any information in any Annual Report or notice of the occurrence of a Notice Event, in addition to that which is specifically required by this Disclosure Agreement, the College shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of the occurrence of a Notice Event.

SECTION 10. Default. In the event of a failure of the College or the Dissemination Agent, if any, to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any of the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds who have provided security and indemnity deemed acceptable to the Trustee, shall), or any party who can establish beneficial ownership of any of the Bonds, or any Bondholder may, after providing fifteen (15) days written notice to the College to give the College opportunity to comply within such fifteen-day period, take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the College to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or under the Loan Agreement, and the sole remedy available to the Trustee, any beneficial owners of the Bonds or the Bondholders under this Disclosure Agreement in the event of any failure of the College or the Trustee to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Trustee.

(a) The Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent that the Trustee is required under the terms of this Disclosure Agreement to report any information, it is only required to report information that it receives from the College in the form in which it is received, and the Trustee shall be under no responsibility or duty with respect to the accuracy and content of the information which it receives from the College. The College agrees to indemnify and save the Trustee, its officers, directors, employees and agents harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees

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and expenses) of defending against any claim of liability, but excluding liabilities due to the Trustee’s gross negligence or willful misconduct in the performance of its duties hereunder. The obligations of the College under this Section shall survive resignation or removal of the Trustee and payment or termination of the Bonds. This indemnification shall be separate from and in addition to that provided to the Trustee under the Indenture.

(b) Unless otherwise provided by contract with the Trustee, the College shall pay or cause to be paid to the Trustee after reasonable notice to the College in light of the reimbursement sought to be received, reasonable reimbursement for its reasonable expenses, charges, counsel fees and expenses and other disbursements and those of its attorneys, agents, and employees, incurred in and about the performance of its powers and duties hereunder. The College shall indemnify and save the Trustee harmless against any expenses and liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its gross negligence or default. None of the provisions contained in this Disclosure Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The obligations of the College under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements, charges and counsel fees and to indemnify and hold harmless the Trustee shall survive the termination of this Disclosure Agreement.

SECTION 12. Transmission of Notices, Documents and Information. (a) Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB pursuant to this Disclosure Agreement shall be provided to EMMA, the current internet web address of which is www.emma.msrb.org.

(b) All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the College, the Trustee, the Dissemination Agent, if any, the Underwriter, parties who can establish beneficial ownership of the Bonds and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. Disclaimer. No Annual Report or notice of a Notice Event filed by or on behalf of the College under this Disclosure Agreement shall obligate the College to file any information regarding matters other than those specifically described in Section 3 and Section 5 hereof, nor shall any such filing constitute a representation by the College or raise any inference that no other material events have occurred with respect to the College or the Bonds or that all material information regarding the College or the Bonds has been disclosed. The College shall have no obligation under this Disclosure Agreement to update information provided pursuant to this Disclosure Agreement except as specifically stated herein.

SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 16. Notices. The parties hereto may be given notices required hereunder at the addresses set forth for them in the Loan Agreement or the Indenture.

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SECTION 17. Applicable Law. This Disclosure Agreement shall be governed by the laws of the State of New York, and by applicable federal laws.


By: _______________________ Name: Title:

U.S. BANK NATIONAL ASSOCIATION

By: ______________________ Name: Title:

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EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT

Name of Authority: BUFFALO AND ERIE COUNTY INDUSTRIAL LAND

DEVELOPMENT CORPORATION Name of Bond Issue: [ ] BUFFALO AND ERIE COUNTY

INDUSTRIAL LAND DEVELOPMENT CORPORATION REVENUE BONDS, (D’YOUVILLE COLLEGE PROJECT), SERIES 2020

Name of Obligated Person: D’YOUVILLE COLLEGE Date of Issuance: [ ], 2020.

NOTICE IS HEREBY GIVEN that D’Youville College (the “College”) has not yet

provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement by and between the College and U.S. Bank National Association (the "Trustee") dated as of September 1, 2020. [The College/Dissemination Agent] has informed the Trustee that the Annual Report will be filed with MSRB by [_______].

Dated: ______ __, 20__ U.S. BANK NATIONAL ASSOCIATION

By: ___________________________ Name: Title:

cc: D’Youville College

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