Common use of Purchase and Sale of Bonds; Description of Bonds Clause in Contracts

Purchase and Sale of Bonds; Description of Bonds. (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from DASNY for a bona fide offering to the public, and DASNY hereby agrees to sell to the Underwriter for such purpose, all (and not less than all) of DASNY’s FIT Student Housing Corporation Insured Revenue Bonds, Series 2020 (Federally Taxable) (the “Bonds”) in the aggregate principal amount set forth in the heading of this Bond Purchase Agreement. The purchase price for the Bonds shall be $[ ], which represents the par amount of the Bonds, less the Underwriter’s discount of $[ ], [plus/less] [premium/discount] of $[ ] (the “Purchase Price”). The Bonds shall mature, be subject to redemption and bear interest as set forth in Exhibit A hereto. (b) The Bonds shall be as described in Exhibit A hereto and in the Official Statement, as defined in Section 2 hereof. The Bonds shall be issued and secured under the provisions of the FIT Student Housing Corporation Revenue Bond Resolution adopted by DASNY on April 28, 2004 (the “General Resolution”) and authorized by the Series 2020 Resolution Authorizing Up To $39,000,000 FIT Student Housing Corporation Revenue Bonds, Series 2020, adopted by DASNY on December 9, 2020 (the “Series Resolution” and, together with the General Resolution, the “Resolution”). The Bonds are to be issued in connection with the Amended and Restated Agreement of Lease dated as of April 25, 2007, as amended by the Amendment to Agreement of Lease with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY and the Institution (collectively, the “Agreement of Lease”) and the loan by DASNY pursuant to the Amended and Restated Lease and Agreement, dated as of April 25, 2007, as amended by the Amendment to Lease and Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY and the Institution (collectively, the “Lease and Agreement”), for the purpose of financing or refinancing the Institution’s Project as defined in the Lease and Agreement (the “Project”). The Bonds will be special obligations of DASNY, payable solely from certain payments to be made by the Institution to DASNY under the Lease and Agreement or, in the event that the Institution fails to make payment as required by the Lease and Agreement, by FIT under the Amended and Restated Operating Agreement dated as of April 25, 2007, as amended by the Amendment to Operating Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between the Institution and FIT, and each consented to by DASNY (collectively, the “Operating Agreement”), and moneys and securities held by [The Bank of New York Mellon], as Trustee (the “Trustee”) under the Resolution; and, if necessary, from payments made under a municipal bond insurance policy (the “Policy”) to be issued by [Assured Guaranty Municipal Corp.] (the “Insurer”) simultaneously with the delivery of the Bonds. The obligations of the Institution under the Lease and Agreement will also be secured by a mortgage (the “Mortgage”) on the Institution’s fee interest in certain property located at 000 Xxxx 00xx Xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx in the City and State of New York and security interests in certain fixtures, furnishings and equipment now or hereafter located therein or used in connection therewith and on the Institution’s leasehold interest in the Lease and Agreement (the “Mortgaged Property”).

Purchase and Sale of Bonds; Description of Bonds. (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Letter of Representation of Memorial Hospital for Cancer and Allied Diseases (the “Hospital”), dated the date hereof and substantially in the form attached hereto as Exhibit A-1 (the “Hospital Letter of Representation”), the Letter of Representation of Sloan Kettering Institute for Cancer Research (the “Institute”), dated the date hereof and substantially in the form attached hereto as Exhibit A-2 (the “Institute Letter of Representation”) and the Letter of Representation of S.K.I. Realty Inc. (“Realty”), dated the date hereof and substantially in the form attached hereto as Exhibit A-3 (“Realty Letter of Representation”) (collectively, the “Letters of Representation”), the Underwriter hereby agrees to purchase from DASNY for a bona fide offering to the public, and DASNY hereby agrees to sell to the Underwriter for such purpose, all (and not less than all) of DASNY’s FIT Student Housing Corporation Insured Memorial Sloan Kettering Cancer Center Revenue Bonds, 2020 Series 1 (Tax-Exempt) (the “2020 Series 1 Bonds”) and Memorial Sloan Kettering Cancer Center Revenue Bonds, 2020 Series 2 (Federally Taxable) (the “2020 Series 2 Bonds” and, together with the 2020 Series 1 Bonds, the “Bonds”) in the aggregate principal amount set forth in the heading of this Bond Purchase AgreementAgreement and identified in Schedule I hereto. The purchase price for the 2020 Series 1 Bonds shall be $[ ], which represents the par amount of the 2020 Series 1 Bonds, less the Underwriter’s discount of $[ ], [plus/less] [net] [premium/discount] of $[ ] (the “2020 Series 1 Purchase Price”). The purchase price for the 2020 Series 2 Bonds shall be $[ ], which represents the par amount of the 2020 Series 2 Bonds, less the Underwriter’s discount of $[ ] (the “2020 Series 2 Purchase Price” and, together with the 2020 Series 1 Purchase Price, the “Purchase Price”). The Bonds shall mature, be subject to redemption and bear interest as set forth in Exhibit A Schedule I hereto. (b) The Bonds shall be as described in Exhibit A Schedule I hereto and in the Official Statement, as defined in Section 2 hereof. The Bonds shall be issued and secured under the provisions of the FIT Student Housing Corporation Memorial Sloan Kettering Cancer Center Revenue Bond Resolution adopted by DASNY on April 28February 26, 2004 2003, as supplemented and amended (the “General Resolution”) ), and with respect to the 2020 Series 1 Bonds, authorized by the Series 2020 Resolution Authorizing Up To $39,000,000 FIT Student Housing Corporation [ ] Memorial Sloan Kettering Cancer Center Revenue Bonds, 2020 Series 2020, 1 adopted by DASNY XXXXX on December 9[ ], 2020 (the “2020 Series 1 Series Resolution”), and with respect to the 2020 Series 2 Bonds, authorized by the Series Resolution Authorizing Up To $[ ] Memorial Sloan Kettering Cancer Center Revenue Bonds, 2020 Series 2 adopted by DASNY on [ ], 2020 (the “2020 Series 2 Series Resolution” and, together collectively with the 2020 Series 1 Series Resolution and the General Resolution, the “Resolution”). The Bonds are to be issued in connection with the Amended and Restated Agreement of Lease dated as of April 25, 2007, as amended loan by the Amendment to Agreement of Lease with respect DASNY to the BondsInstitution pursuant to a Loan Agreement, dated as of December 9February 26, 20202003 as previously supplemented and amended (the “Loan Agreement”), each by and between DASNY and the Institution (collectively, the “Agreement of Lease”) and the loan by DASNY pursuant to the Amended and Restated Lease and Agreement, dated as of April 25, 2007, as amended by the Amendment to Lease and Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY and the Institution (collectively, the “Lease and Agreement”), for the purpose of financing or refinancing the Institution’s Project as defined in the Lease and Loan Agreement (the “Project”). The Institution has heretofore delivered Guaranties of such loan, each dated as of May 14, 2003 (the “Guaranties”), made by the Institute and Realty respectively. The Bonds will be special obligations of DASNY, payable solely from certain payments to be made by the Institution to DASNY under the Lease Loan Agreement and Agreement or, in the event that the Institution fails to make payment as required by the Lease Institute and Agreement, by FIT under the Amended and Restated Operating Agreement dated as of April 25, 2007, as amended by the Amendment to Operating Agreement with respect Realty pursuant to the Bonds, dated as of December 9, 2020, each by and between the Institution and FITGuaranties, and each consented to by DASNY (collectively, the “Operating Agreement”), and from moneys and securities held by [The Bank of New York Mellon], as Trustee trustee (the “Trustee”) under the Resolution; and, if necessary, from payments made under . DASNY and the Institution will enter into a municipal bond insurance policy Tax Certificate and Agreement dated the Closing Date (as hereinafter defined) (the “PolicyTax Certificate”) to be issued by [Assured Guaranty Municipal Corp.] (the “Insurer”) simultaneously with the delivery of the Bonds. The obligations of the Institution under the Lease between DASNY and Agreement will also be secured by a mortgage (the “Mortgage”) on the Institution. Pursuant to the Resolution, XXXXX has pledged and assigned to the Trustee, with certain specified exceptions, all of DASNY’s fee right, title and interest in certain property located at 000 Xxxx 00xx Xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx in and to the City and State of New York and security interests in certain fixtures, furnishings and equipment now or hereafter located therein or used in connection therewith and on the Institution’s leasehold interest in the Lease and Agreement (the “Mortgaged Property”)Loan Agreement.

Purchase and Sale of Bonds; Description of Bonds. (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter Underwriters hereby agrees agree, jointly and severally, to purchase from DASNY for a bona fide offering to the public, and DASNY hereby agrees to sell to the Underwriter Underwriters for such purpose, all (and not less than all) of DASNY’s FIT Student Housing Corporation Insured State University of New York Dormitory Facilities Revenue Bonds, Series 2020 (Federally Taxable) (the “Bonds”) 2020A, in the aggregate principal amount set forth in the heading of this Bond Purchase AgreementAgreement (the “Series 2020A Bonds” or the “Bonds”). The purchase price for the Bonds shall be $[ ], which represents the par amount of the Bonds, Bonds less the Underwriter’s Underwriters’ discount of $[ ], [plus/less] [premium/discount] of $[ ] (the “Purchase Price”). The Bonds shall mature, be subject to redemption and bear interest as set forth in Exhibit A hereto. (b) The Bonds shall be as described in Exhibit A hereto in, and in the Official Statement, as defined in Section 2 hereof. The Bonds shall be issued and secured under under, the provisions of the FIT Student Housing Corporation State University Dormitory Facilities Revenue Bond Resolution adopted by DASNY on April 28May 15, 2004 2013 (the “General Resolution”) ), and authorized by the Series 2020 2020A Resolution Authorizing Up To $39,000,000 FIT Student Housing Corporation the Issuance of a Series of State University Dormitory Facilities Revenue Bonds, Series 2020, in an amount not to exceed $440,000,000 adopted by DASNY XXXXX on December 9March 4, 2020 (the “Series 2020A Resolution” and, together with the General Resolution, the “ResolutionResolutions”). The Bonds are to be issued in connection with the Amended and Restated pursuant to a Financing and Development Agreement of Lease dated as of April 25May 15, 20072013, as amended by the Amendment to Agreement of Lease with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY and the Institution State University of New York (collectively, the “Agreement of LeaseState University”) (the “Agreement”) and the loan by DASNY pursuant to the Amended and Restated Lease and Agreement, Dormitory Facilities Revenue Fund Administration Agreement dated as of April 25May 15, 20072013, as amended by among DASNY, the Amendment to Lease and Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY State University and the Institution Commissioner of Taxation and Finance of the State of New York (collectively, the “Lease and Commissioner”) (the “Administration Agreement”), for the purpose of financing or refinancing the Institution’s Project purposes as defined described in the Lease and Agreement Official Statement (the “Project”hereinafter defined). The Bonds will be special obligations of DASNY, payable solely from certain payments to be made by the Institution to DASNY under the Lease and Agreement or, funds on deposit in the event that Dormitory Facilities Revenue Fund established in the Institution fails to make payment as required by custody of the Lease Commissioner and Agreement, by FIT under the Amended and Restated Operating Agreement dated as of April 25, 2007, as amended by the Amendment to Operating Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between the Institution and FIT, and each consented to by DASNY (collectively, the “Operating Agreement”), and moneys and securities held by [The Bank of New York Mellon], as Trustee (the “Trustee”) funds on deposit under the Resolution; and, if necessary, from payments made under a municipal bond insurance policy (the “Policy”) to be issued by [Assured Guaranty Municipal Corp.] (the “Insurer”) simultaneously with the delivery of the Bonds. The obligations of the Institution under the Lease and Agreement will also be secured by a mortgage (the “Mortgage”) on the Institution’s fee interest in certain property located at 000 Xxxx 00xx Xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx in the City and State of New York and security interests in certain fixtures, furnishings and equipment now or hereafter located therein or used in connection therewith and on the Institution’s leasehold interest in the Lease and Agreement (the “Mortgaged Property”).

Purchase and Sale of Bonds; Description of Bonds. (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from DASNY for a bona fide offering to the public, and DASNY hereby agrees to sell to the Underwriter for such purpose, all (and not less than all) of DASNY’s FIT Student Housing Corporation Insured St. Joseph’s College Revenue Bonds, Series 2020 (Federally Taxable) 2020B (the “Bonds”) in the aggregate principal amount set forth in the heading of this Bond Purchase Agreement. The purchase price for the Bonds shall be $[ ]$ , which represents the par amount of the Bonds, less the Underwriter’s discount of $[ ]$ , [plus/less] [premium/discount] plus premium of $[ ] $ (the “Purchase Price”). The Bonds shall mature, be subject to redemption and bear interest as set forth in Exhibit A hereto. (b) The Bonds shall be as described in Exhibit A hereto and in the Official Statement, as defined in Section 2 hereof. The Bonds shall be issued and secured under the provisions of the FIT Student Housing Corporation St. Joseph’s College Revenue Bond Resolution adopted by DASNY on April 28June 23, 2004 2010 (the “General Resolution”) and authorized by the Series 2020 Resolution Authorizing Up To $39,000,000 FIT Student Housing Corporation 21,500,000 St. Joseph’s College Revenue Bonds, Series 2020, 2020B adopted by DASNY on December 9March 4, 2020 (the “Series Resolution” and, together with the General Resolution, the “Resolution”). The Bonds are to be issued in connection with the Amended and Restated Agreement of Lease dated as of April 25, 2007, as amended loan by the Amendment to Agreement of Lease with respect DASNY to the BondsInstitution pursuant to a loan agreement, dated as of December 9[August , 2020] (the “Loan Agreement”), each by and between DASNY and the Institution (collectively, the “Agreement of Lease”) and the loan by DASNY pursuant to the Amended and Restated Lease and Agreement, dated as of April 25, 2007, as amended by the Amendment to Lease and Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between DASNY and the Institution (collectively, the “Lease and Agreement”), for the purpose of financing or refinancing the Institution’s Project as defined in the Lease and Loan Agreement (the “Project”). The Bonds will be special obligations of DASNY, payable solely from certain payments to be made by the Institution to DASNY under the Lease and Loan Agreement or, in the event that the Institution fails to make payment as required by the Lease and Agreement, by FIT under the Amended and Restated Operating Agreement dated as of April 25, 2007, as amended by the Amendment to Operating Agreement with respect to the Bonds, dated as of December 9, 2020, each by and between the Institution and FIT, and each consented to by DASNY (collectively, the “Operating Agreement”), and moneys and securities held by [The U.S. Bank of New York Mellon]National Association, as Trustee (the “Trustee”) under the Resolution; and. Pursuant to the Resolution and the Collateral Assignment from DASNY to the Trustee (with an acknowledgement by the Institution), if necessarydated as of [August _, from payments made under a municipal bond insurance policy (the “Policy”) to be issued by [Assured Guaranty Municipal Corp.2020] (the “InsurerAssignment”) simultaneously ), DASNY will pledge and assign to the Trustee, with the delivery certain specified exceptions, all of the Bonds. The obligations of the Institution under the Lease DASNY’s right, title and Agreement will also be secured by a mortgage (the “Mortgage”) on the Institution’s fee interest in certain property located at 000 Xxxx 00xx Xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx and to the Loan Agreement and the Mortgage and such agreements as are specified in the City and State of New York and security interests in certain fixtures, furnishings and equipment now or hereafter located therein or used in connection therewith and on the Institution’s leasehold interest in the Lease and Agreement (the “Mortgaged Property”)Assignment.