Trust Indenture



 Exhibit 4.2.9 
 EXECUTION VERSION 
 TRUST INDENTURE 

BETWEEN 
 NEW
YORK STATE ENERGY RESEARCH 
 AND DEVELOPMENT AUTHORITY 
 AND 
 THE BANK OF NEW YORK MELLON, 

as Trustee 
 Dated
as of November 1, 2010 
 -relating to- 
 $224,600,000 Facilities Revenue Bonds, Series 2010A 
 (Consolidated Edison Company
of New York, Inc. Project) 







 TABLE OF CONTENTS 

 

							
		
	ARTICLE I	  	 	 
		
	 DEFINITIONS; COMPUTATIONS; CERTIFICATES AND OPINIONS; EVIDENCE OF

ACTION BY AUTHORITY
	  			
			
	 Section 1.01.
	  	Definitions of Specific Terms	  	 	12	  
	 Section 1.02.
	  	Definitions of General Terms	  	 	37	  
		
	ARTICLE II	  	 	 
		
	AUTHORIZATION OF BONDS	  	 	 
			
	 Section 2.01.
	  	Limitation on Issuance of Bonds	  	 	38	  
	 Section 2.02.
	  	Authorization of Bonds	  	 	38	  
	 Section 2.03.
	  	Global Form; Securities Depository	  	 	39	  
	 Section 2.04.
	  	Limitations on Transfer	  	 	41	  
	 Section 2.05.
	  	Application of Bond Proceeds	  	 	41	  
	 Section 2.06.
	  	Delivery of the Bonds	  	 	42	  
		
	ARTICLE III	  	 	 
		
	INTEREST ON BONDS	  	 	 
			
	 Section 3.01.
	  	Interest on Bonds - General	  	 	43	  
	 Section 3.02.
	  	Commercial Paper Rate	  	 	46	  
	 Section 3.03.
	  	Auction Rate Period - Auction Rate: Auction Period - General	  	 	47	  
	 Section 3.04.
	  	Auction Rate Period - Auction Rate Bonds: Change of Auction Period by Authority	  	 	48	  
	 Section 3.05.
	  	Auction Rate Period - Auction Rate Bonds: Change of Auction Date by Market Agent	  	 	49	  
	 Section 3.06.
	  	Auction Rate Period - Auction Rate Bonds: Orders by Existing Holders and Potential Holders	  	 	50	  
	 Section 3.07.
	  	Auction Rate Period - Auction Rate Bonds: Submission of Orders by Broker-Dealers to Auction Agent	  	 	51	  
	 Section 3.08.
	  	Auction Rate Period - Auction Rate Bonds: Determination of Sufficient Clearing Bids, Winning Bid Rate and Auction Rate	  	 	53	  
	 Section 3.09.
	  	Auction Rate Period - Auction Rate Bonds: Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Auction Rate Bonds	  	 	55	  
	 Section 3.10.
	  	Auction Rate Period - Auction Rate Bonds: Adjustment in Percentage	  	 	58	  
		
	ARTICLE IV	  	 	 
		
	CHANGES IN THE INTEREST RATE MODE	  	 	 
			
	 Section 4.01.
	  	Optional Conversion to an Adjustable Rate by Authority	  	 	60	  
	 Section 4.02.
	  	Optional Conversion to a Fixed Rate	  	 	62	  








 TABLE OF CONTENTS 

(continued) 
  

							
	 Section 4.03.
	  	Conversion Generally	  	 	64	  
			
	 	  	ARTICLE V	  	 	 
			
	 	  	REDEMPTION AND PURCHASE OF BONDS	  	 	 
			
	 Section 5.01.
	  	Optional Redemption	  	 	66	  
	 Section 5.02.
	  	Purchase in Lieu of Redemption	  	 	67	  
	 Section 5.03.
	  	Tender for and Purchase upon Election of Holder	  	 	67	  
	 Section 5.04.
	  	Mandatory Tender for Purchase upon Change in the Interest Rate Mode or on Business Day Following Certain Calculation Periods	  	 	68	  
	 Section 5.05.
	  	Extraordinary Optional Redemption	  	 	69	  
	 Section 5.06.
	  	Special Tax Redemption Provisions	  	 	69	  
	 Section 5.07.
	  	Redemption at Demand of the State of New York	  	 	71	  
	 Section 5.08.
	  	Mandatory Tender for Purchase Upon Expiration of any Support Facility or Upon Delivery of an Alternate Support Facility	  	 	71	  
	 Section 5.09.
	  	Mandatory Tender Upon Occurrence of any Terminating Event	  	 	72	  
	 Section 5.10.
	  	General Provisions Applicable to Mandatory and Optional Tenders for Purchase of Bonds	  	 	72	  
	 Section 5.11.
	  	Selection of Bonds to be Redeemed	  	 	73	  
	 Section 5.12.
	  	Notice of Redemption	  	 	74	  
	 Section 5.13.
	  	Bonds Purchased for Account of Liquidity Facility Issuer	  	 	75	  
	 Section 5.14.
	  	Effect of Redemption	  	 	75	  
	 Section 5.15.
	  	Cancellation of Redeemed Bonds	  	 	76	  
			
	 	  	ARTICLE VI	  	 	 
			
	 	  	SUPPORT FACILITY	  	 	 
			
	 Section 6.01.
	  	Support Facility - General	  	 	77	  
	 Section 6.02.
	  	Alternate Support Facility	  	 	77	  
	 Section 6.03.
	  	Trustee not Responsible for Enforcement of Support Facility	  	 	78	  
	 Section 6.04.
	  	Qualification of Support Facility Issuer’s Right to Consent	  	 	78	  
			
	 	  	ARTICLE VII	  	 	 
			
	 	  	GENERAL TERMS AND PROVISIONS OF BONDS	  	 	 
			
	 Section 7.01.
	  	Execution and Authentication of Bonds	  	 	79	  
	 Section 7.02.
	  	Books of Registry	  	 	79	  
	 Section 7.03.
	  	Transfer, Registration and Exchange of Bonds	  	 	79	  
	 Section 7.04.
	  	Mutilated, Lost, Stolen, or Destroyed Bonds	  	 	80	  
	 Section 7.05.
	  	Temporary Bonds	  	 	81	  
	 Section 7.06.
	  	Disposition of Bonds	  	 	81	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
		
	ARTICLE VIII	  	 	 
		
	ESTABLISHMENT OF THE PROJECT FUND	  	 	 
			
	 Section 8.01.
	  	Project Fund	  	 	83	  
		
	ARTICLE IX	  	 	 
		
	 CREATION OF SPECIAL FUNDS AND ACCOUNTS; APPLICATION AND INVESTMENT

OF REVENUES
	  	 	 
			
	 Section 9.01.
	  	Creation of Funds and Accounts	  	 	84	  
	 Section 9.02.
	  	Deposit of Note Payments	  	 	84	  
	 Section 9.03.
	  	Application of Moneys in the Bond Fund and the Bond Purchase Fund	  	 	86	  
	 Section 9.04.
	  	Investment of Funds	  	 	89	  
		
	ARTICLE X	  	 	 
		
	PARTICULAR COVENANTS OF THE AUTHORITY	  	 	 
			
	 Section 10.01.
	  	Payment of Principal of and Interest and Redemption Premium on Bonds	  	 	91	  
	 Section 10.02.
	  	Performance of Covenants	  	 	91	  
	 Section 10.03.
	  	Further Instruments	  	 	91	  
	 Section 10.04.
	  	Inspection of Project Books	  	 	91	  
	 Section 10.05.
	  	No Extension of Time of Payment of Interest	  	 	91	  
	 Section 10.06.
	  	Trustee’s, Auction Agent’s, Remarketing Agent’s, Broker-Dealers’ Registrar and Paying Agent’s and Indexing Agent’s Fees, Charges and
Expenses	  	 	91	  
	 Section 10.07.
	  	Agreement of the State of New York	  	 	92	  
	 Section 10.08.
	  	Recording and Filing	  	 	92	  
	 Section 10.09.
	  	Rights Under the Participation Agreement and the Note	  	 	92	  
		
	ARTICLE XI	  	 	 
		
	 CONCERNING THE TRUSTEE; APPOINTMENT OF REGISTRAR AND PAYING AGENT,

REMARKETING AGENT, AUCTION AGENT AND INDEXING AGENT
	  	 	 
			
	 Section 11.01.
	  	Appointment of Trustee	  	 	93	  
	 Section 11.02.
	  	Indemnification of Trustee as Condition for Remedial Action	  	 	93	  
	 Section 11.03.
	  	Trustee Not Liable for Failure of the Authority or Company to Act	  	 	93	  
	 Section 11.04.
	  	Certain Duties and Responsibilities of the Trustee	  	 	94	  
	 Section 11.05.
	  	Limitations on Obligations and Responsibilities of Trustee	  	 	96	  
	 Section 11.06.
	  	Compensation and Indemnification of Trustee	  	 	96	  
	 Section 11.07.
	  	Statements from Trustee	  	 	96	  
	 Section 11.08.
	  	Notice of Default	  	 	97	  
	 Section 11.09.
	  	Trustee May Deal in Bonds	  	 	97	  
	 Section 11.10.
	  	Trustee Not Responsible For Recitals	  	 	97	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 Section 11.11.
	  	Qualification of the Trustee	  	 	97	  
	 Section 11.12.
	  	Resignation and Removal of Trustee	  	 	98	  
	 Section 11.13.
	  	Successor Trustee	  	 	99	  
	 Section 11.14.
	  	Appointment of Remarketing Agents	  	 	100	  
	 Section 11.15.
	  	Appointment of Registrar and Paying Agent	  	 	100	  
	 Section 11.16.
	  	General Provisions Regarding Registrar and Paying Agent.	  	 	100	  
	 Section 11.17.
	  	Payment of Registrar and Paying Agent; Indemnification	  	 	101	  
	 Section 11.18.
	  	Registrar and Paying Agent’s Performance; Duty of Care	  	 	101	  
	 Section 11.19.
	  	Qualifications of Registrar and Paying Agent	  	 	102	  
	 Section 11.20.
	  	Resignation or Removal of Registrar and Paying Agent and Successor to Registrar and Paying Agent; Termination of Registrar and Paying Agent’s Obligations	  	 	102	  
	 Section 11.21.
	  	Appointment of Auction Agent; Qualifications of Auction Agent, Resignation; Removal	  	 	103	  
	 Section 11.22.
	  	Appointment of Broker-Dealers	  	 	103	  
	 Section 11.23.
	  	Appointment of Additional Paying Agents; Each Paying Agent to Hold Money in Trust	  	 	104	  
	 Section 11.24.
	  	Appointment and Duties of Indexing Agents	  	 	104	  
	 Section 11.25.
	  	Qualifications of Indexing Agents	  	 	104	  
		
	ARTICLE XII	  			
		
	EVENTS OF DEFAULT; REMEDIES UPON OCCURRENCE THEREOF	  			
			
	 Section 12.01.
	  	Events of Default	  	 	106	  
	 Section 12.02.
	  	Notice to Holders and Others Upon Occurrence of an Event of Default or a Payment Default	  	 	106	  
	 Section 12.03.
	  	Declaration of Principal and Interest As Due	  	 	107	  
	 Section 12.04.
	  	Action by Trustee Upon Occurrence of Event of Default	  	 	108	  
	 Section 12.05.
	  	Powers of Trustee With Respect to Participation Agreement and Other Agreements	  	 	109	  
	 Section 12.06.
	  	Disposition of Moneys in Event of Insufficiencies in Funds and Accounts	  	 	110	  
	 Section 12.07.
	  	Effect of Delay or Omission; Waiver of Default; Direction of Remedial Proceedings by the Holders	  	 	112	  
	 Section 12.08.
	  	Suits or Actions by Holders; Any Holder May Enforce Overdue Payment of His or Her Bond or Interest Thereon	  	 	113	  
	 Section 12.09.
	  	Remedies Not Exclusive	  	 	113	  
	 Section 12.10.
	  	Effect of Abandonment of Proceedings on Default	  	 	114	  
	 Section 12.11.
	  	Interest on Overdue Amounts	  	 	114	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
		
	ARTICLE XIII	  			
		
	 EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND OWNERSHIP OF BONDS;

EXCLUSION OF BONDS OWNED BY THE AUTHORITY OR THE COMPANY
	  			
			
	 Section 13.01.
	  	Execution of Requests, Directions and Consents and Other Instruments and Proof of Same; Ownership of Bonds and Proof of Same	  	 	115	  
	 Section 13.02.
	  	Meetings of Holders	  	 	116	  
	 Section 13.03.
	  	Exclusion of Bonds Held by or for the Authority, the Company and of Bonds No Longer Deemed Outstanding Hereunder	  	 	117	  
		
	ARTICLE XIV	  			
		
	 AMENDING AND SUPPLEMENTING THE INDENTURE, THE PARTICIPATION

AGREEMENT, THE REMARKETING AGREEMENT, AUCTION AGENCY AGREEMENT,
 BROKER-DEALER AGREEMENTS, AND BOND PURCHASE TRUST AGREEMENT
	  			
			
	 Section 14.01.
	  	Amending and Supplementing Indenture Without Consent of Holders	  	 	118	  
	 Section 14.02.
	  	Amending and Supplementing Indenture with Consent of Holders	  	 	119	  
	 Section 14.03.
	  	Notation upon Bonds; New Bonds Issued upon Amendments	  	 	121	  
	 Section 14.04.
	  	Effectiveness of Supplemental Indentures	  	 	121	  
	 Section 14.05.
	  	Supplemental Indenture Affecting Support Facility Provider	  	 	121	  
	 Section 14.06.
	  	Supplemental Participation Agreements Not Requiring the Consent of the Holders	  	 	121	  
	 Section 14.07.
	  	Notice and Consent for Supplemental Participation Agreements Requiring the Consent of the Holders	  	 	122	  
	 Section 14.08.
	  	Effectiveness of Supplemental Participation Agreement	  	 	123	  
	 Section 14.09.
	  	Amendments and Supplements to the Remarketing Agreement, Auction Agency Agreement, Broker-Dealer Agreements or Bond Purchase Trust Agreement	  	 	123	  
	 Section 14.10.
	  	Supplemental Participation Agreement Affecting Support Facility Provider	  	 	123	  
		
	ARTICLE XV	  			
		
	DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED BONDS	  			
			
	 Section 15.01.
	  	Discharge of Liens and Pledges; Bonds No Longer Deemed to be Outstanding Hereunder	  	 	124	  
	 Section 15.02.
	  	Release of Indenture, Termination of Right, Title and Interest of Trustee	  	 	125	  
	 Section 15.03.
	  	Bonds Not Presented for Payment When Due; Moneys Held for the Bonds after Due Date of Bonds	  	 	125	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
		
	ARTICLE XVI	  	 	 
		
	FORM OF BONDS AND ENDORSEMENT AND ASSIGNMENT PROVISIONS	  			
			
	 Section 16.01.
	  	Form of Bonds and Endorsement and Assignment Provisions	  	 	127	  
		
	ARTICLE XVII	  			
		
	MISCELLANEOUS	  			
			
	 Section 17.01.
	  	Benefits of Indenture Limited to Authority, Company, Trustee, Registrar and Paying Agent, Support Facility Issuer, Auction Agent and Holders of the Bonds	  	 	128	  
	 Section 17.02.
	  	Indenture a Contract; Indenture Binding Upon Successors or Assigns of the Authority	  	 	128	  
	 Section 17.03.
	  	Notice to Holders of Bonds	  	 	128	  
	 Section 17.04.
	  	Waiver of Notice	  	 	128	  
	 Section 17.05.
	  	Effect of Saturdays, Sundays and Non-Business Days	  	 	129	  
	 Section 17.06.
	  	Partial Invalidity	  	 	129	  
	 Section 17.07.
	  	Law and Place of Enforcement of Indenture	  	 	129	  
	 Section 17.08.
	  	Requests, Approvals and Directions of Authority	  	 	129	  
	 Section 17.09.
	  	Notices, Demands; Requests	  	 	129	  
	 Section 17.10.
	  	Effect of Article and Section Headings and Table of Contents	  	 	131	  
	 Section 17.11.
	  	Indenture May be Executed in Counterparts; Effectiveness of Indenture	  	 	131	  
	 Section 17.12.
	  	Liability of Authority Limited to Revenues	  	 	131	  
	 Section 17.13.
	  	Waiver of Personal Liability	  	 	131	  
			
	 APPENDIX A
	  	Form of Bonds	  	 	A-1	  
	 EXHIBIT A
	  	Notice of Change in the Interest Rate Mode	  	 	A-1-1	  
	 EXHIBIT B
	  	Certificate Pursuant to Section 4.01.3(a)(ii) or 4.02.3(a)(ii) of the Indenture	  	 	B-1	  
	 EXHIBIT C
	  	Certificate Pursuant to Section 4.01.3(b) or 4.02.3(b)(ii) of the Indenture	  	 	C-1	  
	 EXHIBIT D
	  	Notice of Failure of Conditions	  	 	D-1	  
	 EXHIBIT E
	  	Notice of Election to Tender	  	 	E-1	  
	 EXHIBIT F
	  	Notice of Mandatory Tender upon Expiration, Termination, or Substitution of Support Facility	  	 	F-1	  


  
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 THIS TRUST INDENTURE, (this “Indenture”) made and dated as of the first day of
November, by and between New York State Energy Research and Development Authority (the “Authority”), a body corporate and politic, constituting a public benefit corporation, and The Bank of New York Mellon, as trustee (the
“Trustee”), a New York banking corporation with its principal corporate trust office located in The City of New York. 

W I T N E S S E T H    T H A T: 
 WHEREAS, pursuant to a special act of the Legislature of the State of New York (Title 9 of Article 8 of the Public Authorities Law of New York, as from time to time amended and supplemented, herein called
the “Act”), the Authority has been established, as a body corporate and politic, constituting a public benefit corporation; and 
 WHEREAS, pursuant to the Act, the Authority is empowered to contract with any power company to participate in the construction of facilities for the furnishing of electric energy and the furnishing of gas
to the extent required by the public interest in development, health, recreation, safety, conservation of natural resources and aesthetics; and 
 WHEREAS, pursuant to the Act, the Authority is also authorized to extend credit and make loans from bond proceeds to any person for the construction, acquisition, installation, reconstruction,
improvement, maintenance, equipping, furnishing or leasing of any special energy project (as defined in the Act) including, but not limited to, facilities for the distribution of steam or for the reimbursement to any person for costs incurred in
connection with a special energy project completed or not completed at the time of such credit or loan, which credits or loans may, but need not, be secured by mortgages, contracts, leases or other instruments, upon such terms and conditions as the
Authority shall determine reasonable in connection with such credits or loans; and 
 WHEREAS, the Authority is also authorized
under the Act to borrow money and issue its negotiable bonds and notes to provide sufficient moneys for achieving its corporate purposes, including the refunding of its outstanding obligations; and 

WHEREAS, the Authority is also authorized under the Act to enter into any contracts and to execute all instruments necessary or
convenient for the exercise of its corporate powers and the fulfillment of its corporate purposes; and 
 WHEREAS, the
Consolidated Edison Company of New York, Inc. (the “Company”) has requested that the Authority issue bonds for the purpose of refunding the Authority’s 4.70% Facilities Revenue Bonds, Series 2001A (Consolidated Edison Company of New
York, Inc. Project), in the aggregate principal amount of $224,600,000 (the “Prior Bonds”) issued in order to provide funds for the refunding of certain obligations of the Authority originally issued to finance the cost of acquisition,
construction and installation of certain facilities for the local furnishing of electric energy within the Company’s service area; and 
 WHEREAS, pursuant to Resolution No. 1275, adopted September 27, 2010, the Authority has determined to issue the Bonds, in an aggregate principal amount not to exceed $224,600,000, for the
purpose of refunding the Prior Bonds, all such Bonds to be issued under and secured by this Indenture; and 







 WHEREAS, contemporaneously with the execution hereof, the Company and the Authority have
entered into a Participation Agreement of even date herewith (herein referred to as the “Participation Agreement”); and 
 WHEREAS, the bonds to be issued will be in the aggregate principal amount of $224,600,000 and will be designated as Facilities Revenue Bonds, Series 2010A (Consolidated Edison Company of New York, Inc.
Project) (the “Bonds”), which will be used, together with Company funds, to refund the Prior Bonds, such Bonds to be issued under and secured by this Indenture; and 
 WHEREAS, simultaneously with the issuance and delivery of such bonds, the Company will execute and deliver a promissory note dated the date of issuance of such bonds (the “Note”) as evidence of
its obligation to make payments required by the Participation Agreement; and 
 WHEREAS, all acts, conditions and things
necessary or required by the Constitution and statutes of the State of New York, or otherwise, to exist, happen, and be performed as prerequisites to the passage of this Indenture, do exist, have happened, and have been performed; and 

WHEREAS, the Trustee has accepted the trusts created by this Indenture and in evidence thereof has joined in the execution hereof;

 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 That in order to declare the terms and conditions upon which the Bonds are authenticated, issued and delivered, and in consideration of the premises and the acceptance by the Trustee of the trusts hereby
created and of the purchase and acceptance of the Bonds by the Holders thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure payment of the principal of and premium, if any, and
interest on the Bonds according to their tenor and effect and the performance and observance by the Authority of all covenants, agreements and conditions herein and in the Bonds contained, the Authority has acknowledged, executed, signed and
delivered this Indenture and hereby assigns, confirms, pledges with and sets over and entrusts to the Trustee hereunder, its successors in trust and assigns, subject to the provisions of this Indenture (the following being called the “Trust
Estate”): (1) the Revenues (as hereinafter defined); (2) the Participation Agreement and the Note and all rights, remedies and interest of the Authority under the Participation Agreement and the Note, and any other agreement relating
to the Project (exclusive of the Authority’s rights with respect to (a) administrative compensation, attorneys’ fees and indemnification, (b) the receipt of notices, opinions, reports, copies of instruments and other items of a
similar nature required to be delivered to the Authority under the Participation Agreement, (c) granting approvals and consents and making determinations when required under the Participation Agreement, (d) making requests for information
and inspections in accordance with the Participation Agreement, (e) Article III and Sections 4.02(f), 4.15 and 5.09 of the Participation Agreement and, insofar as the obligations of the Company under Section 4.13 relate to taxes and
assessments imposed upon the Authority and not the Trustee, Section 4.13 thereof, and (f) the right to amend the Participation Agreement); (3) the Tax Regulatory Agreement (as hereinafter


  
 9 








 
defined), and all rights, remedies and interest of the Authority thereunder, subject to the provisions of the Tax Regulatory Agreement relating to the amendment thereof and to a reservation by
the Authority of the right to enforce the obligations of the Company thereunder independently of the Trustee; (4) the rights, remedies and interest of the Authority in all other moneys, rights and properties held by the Trustee or other
depositary under this Indenture including, but only for the benefit of the persons specified herein, the proceeds of any draw, borrowing or payment under any Credit Facility (as hereinafter defined), and the securities (and the interest, income and
profits therefrom) in which such moneys may from time to time be invested (exclusive of the proceeds of any Liquidity Facility (as hereinafter defined) or the Project Fund (as hereinafter defined)); and (5) the rights, remedies and interest of
the Authority in any and all other real or personal property of every nature from time to time hereafter by delivery or by writing of any kind specially mortgaged, pledged, or hypothecated, as and for additional security hereunder, by the Company in
favor of the Trustee or the Authority which are hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. 

TO HAVE AND TO HOLD, all and singular of said Trust Estate unto the Trustee, its successors in trust and assigns, forever, in trust,
nevertheless, to inure to the use and benefit of the Holders of all the Bonds, for the securing of the observance or performance of all the terms, provisions and conditions therein and herein contained and for the equal and proportionate benefit and
security of all and singular the present and future Holders of the Bonds, without preference, priority, prejudice or distinction as to lien or otherwise of any Bond over any other Bond, to the end that each Holder of a Bond shall have the same
rights, privileges and lien under and by virtue of this Trust Indenture, except as hereinafter otherwise specifically provided; 

AND UPON THE CONDITION THAT, if the Authority shall cause to be paid fully and promptly and indefeasibly when due all of its
indebtedness, liabilities, obligations and sums at any time secured hereby, including interest, the Trustee’s fees and reasonable expenses (including reasonable attorneys’ fees and expenses), and shall promptly, faithfully and strictly
keep, perform and observe, or cause to be kept, performed and observed, all of its covenants, obligations, warranties and agreements contained herein, then and in such event, this Trust Indenture shall be and become void and of no further force and
effect, otherwise the same shall remain in full force and effect. 
 THIS INDENTURE FURTHER WITNESSETH, and it is expressly
declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said income and Revenues hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Authority has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Holders, from time to time, of the said Bonds, or
any part thereof, as follows (provided that in the performance of the agreements of the Authority herein contained any obligation it may thereby incur for the payment of money shall never constitute a general or moral obligation of the State of New
York or any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation, and shall not be secured directly or indirectly by the full faith and credit, the general credit or any revenue or taxes of
the State of New York or any political subdivision thereof, but shall be payable solely out of the income and Revenues derived under the Participation 

  
 10 









 
Agreement and the Note and from drawings under the Credit Facility, if any, and other moneys, rights and properties of the Trust Estate), that is to say: 

  
 11 









 ARTICLE I 
 DEFINITIONS; COMPUTATIONS; CERTIFICATES 
 AND OPINIONS; EVIDENCE OF ACTION
BY AUTHORITY 
 Section 1.01. Definitions of Specific Terms. Unless the context shall clearly indicate some other
meaning or may otherwise require, the terms defined in this Section shall, for all purposes of this Indenture and of any indenture, resolution or other instrument amendatory hereof or supplemental hereto and of any certificate, opinion,
instrument or document herein or therein mentioned, have the meanings herein specified, with the following definitions to be equally applicable to both the singular and plural forms of any terms herein defined and vice versa. 

“Account” shall mean, as applicable, the Company Account, Interest Account, Principal Account, Redemption Account,
Acceleration Account, or any other account referenced herein or established under the terms hereof. 
 “Act”
shall mean the New York State Energy Research and Development Authority Act, Title 9 of Article 8 of the Public Authorities Law of the State of New York, as from time to time amended and supplemented. 

“Additional Payments” shall mean the Additional Payments as defined in Section 4.02(f) of the Participation
Agreement. 
 “Adjustable Rate” shall mean any of the following types of interest rates: a Commercial Paper
Rate, an Auction Rate, a Daily Rate, a Weekly Rate, a Monthly Rate, a Semi-annual Rate and a Term Rate. 

“Administration Fees” shall mean the amounts payable by the Company to the Authority pursuant to Section 4.02(f) of
the Participation Agreement to defray a portion of the expenses incurred by the Authority in conducting and administering its special energy project programs and the amount payable as state bond issuance charge pursuant to Section 4.02(f) of
the Participation Agreement. 
 “Affiliate” shall mean any person known to the Auction Agent to be controlled
by, in control of or under common control with the Company; provided that no Broker-Dealer controlled by, in control of or under common control with the Company shall be an Affiliate nor shall any corporation or any person controlled by, in control
of or in common control with such corporation be an Affiliate solely because a director or executive officer of such Broker-Dealer is also a director of the Company. 
 “After-Tax Equivalent Rate” on any date of determination shall mean with respect to Auction Rate Bonds, the interest rate per annum equal to the product of (x) Commercial
Paper/Treasury Rate on such date and (y) 1.00 minus the Statutory Corporate Tax Rate on such date. 
 “Agent
Member” shall mean a member of, or participant in, the Securities Depository. 

  
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 “All Hold Rate” shall mean for any subseries of Bonds on any date of
determination with respect to Auction Rate Bonds the rate per annum equal to 85% (as such percentage may be adjusted pursuant to Section 3.10) of the lesser of (i) the BMA Index on such date and (ii) the After-Tax Equivalent Rate on
such date provided, however, that in no event shall such All Hold Rate exceed the Maximum Allowed Rate. 
 “Alternate
Support Facility” shall mean any Support Facility obtained pursuant to the provisions of Section 6.02 in replacement of an existing Support Facility. 
 “Applicable Percentage” on any date of determination shall mean the percentage determined as set forth below (as such percentage may be adjusted for Auction Rate Bonds pursuant to
Section 3.10) based on the prevailing long-term rating of the Auction Rate Bonds in effect at the close of business on the Business Day immediately preceding such date of determination: 

 

					
	 Prevailing Rating
	  	Applicable
Percentage	 
	 “AAA/Aaa”
	  	 	175	% 
	 “AA/Aa”
	  	 	175	% 
	 “A/A”
	  	 	175	% 
	 “BBB/Baa”
	  	 	200	% 
	 Below “BBB/Baa”
	  	 	265	% 

 For purposes of this
definition, the “prevailing rating” of the Auction Rate Bonds will be (a) “AAA/Aaa,” if the Auction Rate Bonds, have a rating of “AAA” or better by S&P and a rating of “Aaa” or better by Moody’s,
or the equivalent of such ratings by a substitute rating agency or agencies selected as provided below, (b) if not “AAA/Aaa,” then “AA/Aa” if the Auction Rate Bonds have a rating of “AA-” or better by S&P and a
rating of “Aa3” or better by Moody’s, or the equivalent of such ratings by a substitute rating agency or agencies selected as provided below, (c) if not “AAA/Aaa” or “AA/Aa,” then “A/A” if the
Auction Rate Bonds have a rating of “A-” or better by S&P and a rating of “A3” or better by Moody’s, or the equivalent of such ratings by a substitute rating agency or agencies selected as provided below, (d) if not
“AAA/Aaa,” “AA/Aa” or “A/A,” then “BBB/Baa,” if the Auction Rate Bonds have a rating of BBB- or better by S&P and a rating of “Baa3” or better by Moody’s, or the equivalent of such ratings
by a substitute rating agency or agencies selected as provided below, and (e) if not “AAA/Aaa,” “AA/Aa”, “A/A” or “BBB/Baa,” then below “BBB/Baa,” whether or not the Auction Rate Bonds are rated
by any securities rating agency. 
 If (x) the Auction Rate Bonds, are rated by a rating agency or agencies other than
Moody’s or S&P and (y) the Company has delivered on behalf of the Authority to the Trustee and the Auction Agent an instrument designating one or two of such rating agencies to replace Moody’s or S&P, or both, then for
purposes of the definition of “prevailing rating” Moody’s or S&P, or both, will be deemed to have been replaced in accordance with such instrument; provided, however, that such instrument must be accompanied by the consent of the
applicable Market Agent. For purposes of this definition, S&P’s rating categories of “AAA,” “AA-,” “A-” and “BBB-,” and Moody’s rating categories of “Aaa,” “Aa3,”
“A3” and “Baa3,” refer to and include the respective rating categories correlative thereto in the event that either or both of such 

  
 13 









 
rating agencies have changed or modified their generic rating categories. If the prevailing ratings for the Bonds are split between the categories set forth above, the lower rating will determine
the prevailing rating. 
 “Auction” shall mean each periodic implementation of the Auction Procedures for
Auction Rate Bonds. 
 “Auction Agency Agreement” shall mean the Auction Agency Agreement to be entered into
between the Company and the Auction Agent with respect to the Auction Rate Bonds, as from time to time amended and supplemented. 
 “Auction Agent” shall mean any entity appointed as such pursuant to Section 11.21 and its successors and assigns. 

“Auction Date” shall mean with respect to each Auction Period, the last Thursday of the immediately preceding Auction
Period (or such other day that the applicable Market Agent shall establish as the Auction Date therefor pursuant to Section 3.05); provided, that if such day is not a Business Day, the Auction Date shall be the next succeeding Business Day.

 “Auction Period” shall mean for any subseries of Bonds after a Change in the Interest Rate Mode to an
Auction Rate, until the effective date of a Change in the Interest Rate Mode or the Stated Maturity, each period from and including the last Interest Payment Date for the immediately preceding Auction Period or Calculation Period, as the case may
be, to and including the next succeeding Auction Date or, in the event of a Change in the Interest Rate Mode, to but excluding the effective date of such change, provided, if any day that would be the last day of any such period does not immediately
precede a Business Day, such period shall end on the next day which immediately precedes a Business Day. 
 “Auction
Procedures” shall mean with respect to the Auction Rate Bonds the procedures set forth in Sections 3.03 through 3.10. 

“Auction Rate” shall mean with respect to Auction Rate Bonds and each Auction Period for such Auction Rate Bonds (other
than an initial Auction Period after a Change in the Interest Rate Mode to an Auction Rate Period), the rate of interest per annum determined for the Bonds pursuant to Article III. 

“Auction Rate Bonds” shall mean with respect to an Auction Rate Period, any Bonds or subseries of Bonds which bear
interest at the Auction Rate. 
 “Auction Rate Bonds Period Record Date” shall mean, with respect to each
Interest Payment Date during an Auction Rate Period, the Business Day immediately preceding such Interest Payment Date. 

“Auction Rate Period” shall mean any period during which the Auction Rate Bonds bear interest at an Auction Rate
determined pursuant to the implementation of Auction Procedures established under Article III, which period shall commence on the effective date of a Change in the Interest Rate Mode to an Auction Rate and shall extend through the day


  
 14 









 
immediately preceding the earlier of (a) the effective date of a Change in the Interest Rate Mode or (b) the Stated Maturity. 

“Authority” shall mean New York State Energy Research and Development Authority, the public benefit corporation created
by the Act, and its successors and assigns. 
 “Authorized Company Representative” shall mean any officer or
other employee of the Company at the time designated to act on behalf of the Company by written certificate furnished to the Authority and the Trustee containing the specimen signature of such person and signed on behalf of the Company by its
Chairman, President or a Vice President and its Secretary or an Assistant Secretary. 
 “Authorized Officer”
shall mean the Chair, Vice-Chair, President, Vice President, Treasurer, Assistant Treasurer or Secretary of the Authority. 

“Available Auction Rate Bonds” shall mean with respect to the Auction Rate Bonds, Available Auction Rate Bonds as
defined in Section 3.08. 
 “Bid” shall mean with respect to the Auction Rate Bonds, Bid as defined in
Section 3.06. 
 “Bidder” shall mean with respect to the Auction Rate Bonds, Bidder as defined in
Section 3.06. 
 “BMA Index” shall mean, as of any date of determination, The Bond Market Association
Municipal Swap Index that is most recently released by Municipal Market Data to its subscribers prior to such date of determination; provided, however, that if the BMA Index is unavailable for a period of over twenty-one (21) days
preceding such date of determination, references to the BMA Index shall be replaced by the After-Tax Equivalent Rate. 

“Bond Counsel” shall mean an attorney or firm or firms of attorneys, satisfactory to the Authority, nationally
recognized and experienced in matters relating to tax exemption of interest on bonds issued by states and their political subdivisions. 
 “Bond Fund” shall mean the special trust fund of the Authority designated as “Consolidated Edison Company of New York, Inc. Project Bond Fund” created and established under, and
to be held and administered by the Trustee as provided in, Section 9.01 and, unless the context shall clearly indicate otherwise, shall include the “Interest Account,” the “Principal Account,” the “Redemption
Account” and the “Acceleration Account” created and established therein. 
 “Bond Purchase
Agreement” shall mean the Bond Purchase Agreement, dated November _, 2010, among the Authority, the Company and the underwriters named therein. 
 “Bond Purchase Fund” shall mean the Bond Purchase Fund established pursuant to the Bond Purchase Trust Agreement. 

  
 15 









 “Bond Purchase Trust Agreement” shall mean the Bond Purchase Trust
Agreement dated as of the date hereof between the Authority and the Registrar and Paying Agent, as from time to time amended or supplemented. 
 “Bond Year” shall have the meaning set forth in the Tax Regulatory Agreement. 
 “Bondholder”, “Holder of a Bond” or “Holder” shall mean any registered owner of a Bond. 

“Bonds” shall mean, the “Facilities Revenue Bonds, Series 2010A (Consolidated Edison Company of New York, Inc.
Project)” issued as authorized in Section 2.02 at any time Outstanding. 
 “Broker-Dealer” shall mean
any broker-dealer (as defined in the Securities Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures (i) that is an Agent Member (or an
affiliate of an Agent Member), (ii) that has been selected by the Auction Agent and the Company with the consent of the Authority, and (iii) that has entered into a Broker-Dealer Agreement with the Auction Agent and the Company that
remains effective. 
 “Broker-Dealer Agreement” shall mean each agreement applicable to the Auction Rate Bonds,
between a Broker-Dealer, the Company and the Auction Agent pursuant to which the Broker-Dealer, among other things, agrees to participate in Auctions as set forth in the Auction Procedures, as from time to time amended and supplemented. 

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which the New York Stock Exchange or
banks are authorized or obligated by law or executive order to close in New York, New York, or any city in which is located the principal corporate trust office of the Trustee or the office of an issuer of a Support Facility at which demands for a
draw on, or borrowing or payment under, the Support Facility will be made. 
 “Calculation Period” shall mean
(a) during any Commercial Paper Rate Period, following a Change in the Interest Rate Mode to a Commercial Paper Rate Period, the period from and including the effective date of the Change in the Interest Rate Mode to a Commercial Paper Rate
Period to but not including any day not more than 270 days thereafter which is a day immediately preceding a Business Day established by the applicable Remarketing Agent pursuant to Section 3.02 and, thereafter, any Calculation Period
established by the Remarketing Agent pursuant to Section 3.02 which shall end on a day not later than 270 days from the commencement thereof; (b) during any Daily Rate Period, the period from and including a Business Day to but not
including the next succeeding Business Day; (c) during any Weekly Rate Period, following a Change in the Interest Rate Mode to a Weekly Rate, the period from and including the effective date of the Change in the Interest Rate Mode to and
including the following Tuesday, and, thereafter, the period from and including Wednesday of each week to and including the following Tuesday; (d) during any Monthly Rate Period, following a Change in the Interest Rate Mode to a Monthly Rate,
the period from and including the effective date of the Change in the Interest Rate Mode to but excluding the first Business Day of the following month, and thereafter, each period from and including the first Business Day of the month to but


  
 16 









 
excluding the first Business Day of the following month; (e) during any Semi-annual Rate Period, following a Change in the Interest Rate Mode to a Semi-annual Rate, the period from and
including the effective date of the Change in the Interest Rate Mode to but excluding the next succeeding Interest Payment Date and, thereafter, each period from and including the day following the end of the last Calculation Period to but excluding
the next succeeding Interest Payment Date; (f) during the Initial Term Rate Period, the period from and including the Closing Date to and including October 31, 2012 and during any other Term Rate Period, any period of not less than 365
days from and including the effective date of the Change in the Interest Rate Mode to a Term Rate to and including any day (established by the Authority at the request of the Company pursuant to Section 4.01.1) not later than the day prior to
the Stated Maturity; and (g) during any Fixed Rate Period following a Change in the Interest Rate Mode to a Fixed Rate, the period from and including the effective date of the Change in the Interest Rate Mode through the day immediately
preceding the Stated Maturity. 
 “Change in the Interest Rate Mode” shall mean any change in the type of
interest rate borne by the Bonds or a subseries of the Bonds pursuant to Section 4.01 or Section 4.02. A change in the Interest Rate Mode shall be deemed to occur on the day following the last day of a Calculation Period applicable to a
Term Rate, whether or not the succeeding Calculation Period is a Term Rate Period. 
 “Change of Preference
Law” shall mean any amendment to the Code or other statute enacted by the Congress of the United States or any temporary, proposed or final regulation promulgated by the United States Treasury, after the date hereof which (a) changes
or would change any deduction, credit or other allowance allowable in computing liability for any Federal tax with respect to, or (b) imposes, or would impose, reduces or would reduce, or increases or would increase any Federal tax (including,
but not limited to, preference or excise taxes) upon, any interest earned by any holder of bonds the interest on which is excluded from Federal gross income under Section 103 of the Code. 

“Closing Date” shall mean the date on which the Note becomes legally effective, the same being the date on which the
Bonds are paid for by and delivered to the original purchasers thereof. 
 “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time. Each reference to a Section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applied to the Bonds or the use of
proceeds thereof, and also includes all amendments and successor provisions unless the context clearly requires otherwise. 

“Commercial Paper Dealers” means the commercial paper dealers specified by the Authority at the request of the Company
at the time of any Change in the Interest Rate Mode to an Auction Rate or their respective affiliates or successors, provided that any such entity is a commercial paper dealer. 

“Commercial Paper Period Record Date” shall mean, with respect to each Interest Payment Date during a Commercial Paper
Rate Period, the Business Day next preceding such Interest Payment Date. 

  
 17 









 “Commercial Paper Rate” shall mean with respect to each Calculation Period
during a Commercial Paper Rate Period, a rate or rates of interest equal to the rate or rates of interest per annum established and certified to the Trustee (with a copy to the Authority, the Registrar and Paying Agent and the Company) by a
Remarketing Agent no later than 12:00 noon (New York City time) on and as of the Determination Date as the minimum rate or rates of interest per annum which, in the opinion of such Remarketing Agent, would be necessary on and as of such day to
remarket the applicable Bonds in a secondary market transaction at a price equal to the principal amount thereof; provided that such rate or rates of interest shall not exceed the lesser of 110% of the Commercial Paper Rate Index on and as of such
date and the Maximum Allowed Rate. 
 “Commercial Paper Rate Index” shall mean with respect to the
Determination Date of each Calculation Period during a Commercial Paper Rate Period, the average of yield evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued) all of which shall have a term as near as
practicable to such Calculation Period or which are subject to optional or mandatory tender by the owner thereof at the end of a term as near as practicable to such Calculation Period, the interest on which is not included in gross income for
Federal income tax purposes, of no fewer than ten Component Issuers selected by the Indexing Agent, including issuers of commercial paper, project notes, bond anticipation notes and tax anticipation notes, computed by the Indexing Agent on and as of
such day. If the Bonds are rated by a Rating Agency in its highest note or commercial paper Rating Category or one of its two highest long-term debt rating categories, each Component Issuer must (a) have outstanding securities rated by a Rating
Agency in its highest note or commercial paper Rating Category or (b) not have outstanding notes or commercial paper rated by a Rating Agency but have outstanding securities rated by a Rating Agency in one of its two highest long-term debt
rating categories. If the Bonds are rated by a Rating Agency in a Rating Category that is lower than its highest note or commercial paper Rating Category or its two highest long-term debt rating categories (and the Bonds are not rated in one of such
categories by the other Rating Agency), each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its note or commercial paper Rating Category which is the same or correlative, in the Indexing Agent’s judgment,
to the note or commercial paper Rating Category or the long-term debt Rating Category of the Bonds or (b) have outstanding securities rated by a Rating Agency in the same long-term debt Rating Category as the Bonds are rated by that Rating
Agency and not have any outstanding notes or commercial paper rated by such Rating Agency. The Indexing Agent may change the Component Issuers from time to time in its discretion, subject to the foregoing requirements. In addition, at the request of
the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for Federal income tax purposes, the Authority, with
the consent of the Company, may designate a new method of setting the Commercial Paper Rate Index in the event any of the above-described methods are determined by the Authority to be unavailable, impracticable or unrealistic in the market place.

 “Commercial Paper Rate Period” shall mean any period during which the Bonds bear interest at a Commercial
Paper Rate or Rates, which period shall commence on the effective date of a Change in the Interest Rate Mode to a Commercial Paper Rate or Rates, as the case may be, and extend through the day immediately preceding the earlier of (a) the
effective date of another Change in the Interest Rate Mode or (b) the Stated Maturity. 

  
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 “Commercial Paper/Treasury Rate” on any date of determination shall mean
with respect to Auction Rate Bonds (i) in the case of any Auction Period of less than forty-nine (49) days, the interest equivalent of the 30-day rate, (ii) in the case of any Auction Period of forty-nine (49) days or more but
less than seventy (70) days, the interest equivalent of the 60-day rate, (iii) in the case of any Auction Period of seventy (70) days or more but less than eighty-five (85) days, the arithmetic average of the interest equivalent
of the 60-day and 90-day rates, (iv) in the case of any Auction Period of 85 days or more but less than ninety-nine (99) days, the interest equivalent of the 90-day rate, (v) in the case of any Auction Period of ninety-nine
(99) days or more but less than 120 days, the arithmetic average of the interest equivalent of the 90-day and 120-day rates, (vi) in the case of any Auction Period of 120 days or more but less than 141 days, the interest equivalent of the
120-day rate, (vii) in the case of any Auction Period of 141 days or more but less than 162 days, the arithmetic average of the interest equivalent of the 120-day and 180-day rates, (viii) in the case of any Auction Period of 162 days or
more but less than 183 days, the interest equivalent of the 180-day rate, and (ix) in the case of any Auction Period of 183 days or more, the Treasury Rate for such Auction Period. The foregoing rates shall in all cases, except with respect to
the Treasury Rate, be rates on commercial paper placed on behalf of issuers whose corporate bonds are rated “AA” by S&P, or the equivalent of such rating by Moody’s, as made available on a discount basis or otherwise by the
Federal Reserve Bank of New York for the Business Day immediately preceding such date of determination, or in the event that the Federal Reserve Bank of New York does not make available any such rate, then the arithmetic average of such rates, as
quoted on a discount basis or otherwise, by the Commercial Paper Dealers, to the Auction Agent for the close of business on the Business Day immediately preceding such date of determination. 

If any Commercial Paper Dealer does not quote a commercial paper rate required to determine the Commercial Paper/Treasury Rate, the
Commercial Paper/Treasury Rate shall be determined on the basis of a commercial paper quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute
Commercial Paper Dealers selected by the Authority at the request of the Company to provide such quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or if the Authority does not
select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. For purposes of this definition, the “interest equivalent” of a rate stated on
a discount basis (a “discount rate”) for commercial paper of a given day’s maturity shall be equal to the product of (A) 100 times (B) the quotient (rounded upwards to the next higher one-thousandth (.001) of 1%) of
(x) the discount rate (expressed in decimals) divided by (y) the difference between (1) 1.00 and (2) a fraction the numerator of which shall be the product of the discount rate (expressed in decimals) times the number of days in
which such commercial paper matures and the denominator of which shall be 360. In no event shall the Commercial Paper/Treasury Rate be greater than the lesser of 15% or the maximum rate permitted by applicable law. 

“Commission” shall mean the Securities and Exchange Commission. 

“Company” shall mean Consolidated Edison Company of New York, Inc., and any surviving, resulting or transferee
corporation as provided in Section 5.18 of the Participation Agreement. 

  
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 “Company Account” shall mean the account created pursuant to
Section 2.01(a) of the Bond Purchase Trust Agreement. 
 “Component Issuers” shall mean issuers of
securities, the interest on which is excluded from gross income for Federal income tax purposes, selected by the Indexing Agent. 
 “Computation Date” shall mean each date which is one (1) Business Day prior to any Determination Date. 
 “Computation Period” shall have the meaning set forth in the Tax Regulatory Agreement. 
 “Credit Facility” shall mean any Support Facility which provides for the payments referred to in clause (ii) of the definition thereof. 

“Credit Facility Issuer” shall mean any bank or banks or other financial institution or institutions, having issued any
Credit Facility. 
 “Current Adjustable Rate” shall mean the interest rate borne by Bonds immediately prior to
a Change in the Interest Rate Mode. 
 “Daily Period Record Date” shall mean, with respect to each Interest
Payment Date during a Daily Rate Period, the Business Day next preceding such Interest Payment Date. 
 “Daily
Rate” shall mean with respect to each Calculation Period during a Daily Rate Period, a rate of interest equal to the rate of interest per annum established and certified to the Trustee (with a copy to the Authority, the Registrar and Paying
Agent and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the Determination Date as the minimum rate of interest per annum which, in the opinion of such Remarketing Agent, would be necessary on and as
of such day to remarket the applicable Bonds in a secondary market transaction at a price equal to the principal amount thereof plus accrued interest thereon; provided that such rate of interest shall not exceed the lesser of 110% of the
Daily Rate Index on and as of such day and the Maximum Allowed Rate. 
 “Daily Rate Index” shall mean with
respect to the Determination Date of each Calculation Period during a Daily Rate Period, the average of one-day yield evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued), the interest on which is not
included in gross income for Federal income tax purposes, of no fewer than ten Component Issuers selected by the Indexing Agent and which have redemption or tender provisions comparable to the then applicable provisions of the Bonds, computed by the
Indexing Agent on and as of the Determination Date. If the Bonds are rated by a Rating Agency, each Component Issuer must have outstanding securities rated by a Rating Agency in a short-term debt Rating Category which is the same as the short-term
debt Rating Category in which the Bonds are rated. The specific issuers included in the Component Issuers may be changed from time to time by the Indexing Agent in its discretion and shall be issuers whose securities, in the judgment of the Indexing
Agent, have characteristics similar to the Bonds. In addition, at the request of the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross
income of 

  
 20 









 
the owners thereof for Federal income tax purposes, the Authority, with the consent of the Company, may designate a new method of setting the Daily Rate Index in the event any of the
above-described methods are determined by the Authority to be unavailable, impracticable or unrealistic in the market place. 

“Daily Rate Period” shall mean any period during which Bonds bear interest at a Daily Rate which period shall commence
on the effective date of the Change in the Interest Rate Mode to a Daily Rate and shall extend through the earlier of (a) the day immediately preceding the effective date of a Change in the Interest Rate Mode or (b) the Stated Maturity.

 “Determination Date” shall mean, for any Calculation Period, the first Business Day occurring during such
Calculation Period. 
 “Direct-Pay Credit Facility” shall mean any Credit Facility which by its terms permits
the Trustee to draw moneys thereunder for deposit in the Bond Fund. 
 “Event of Default” shall mean Event of
Default as defined in Section 12.01. 
 “Existing Holder” shall mean with respect to Auction Rate Bonds a
person that is listed as the beneficial owner of Auction Rate Bonds in the records of the Auction Agent. 
 “Fiscal
Year” shall mean the fiscal year of the Company as established from time to time by the Company which as of the Closing Date is the twelve-month period commencing on January 1 of each calendar year and ending on December 31 of the
next calendar year. 
 “Fitch” shall mean Fitch Ratings and its successor or successors, and if such
corporation shall for any reason no longer perform the functions of a securities rating agency or shall be replaced by some other nationally recognized rating agency by the Authority at the request of the Company, “Fitch” shall be deemed
to refer to such other nationally recognized rating agency designated by the Authority at the request of the Company. 

“Fixed Rate” shall mean, with respect to a Fixed Rate Period, the rate of interest per annum established and certified
to the Trustee (with a copy to the Authority, the Registrar and Paying Agent and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the Determination Date as the minimum rate of interest per annum which,
in the opinion of such Remarketing Agent, would be necessary on and as of such date to remarket the applicable Bonds in a secondary market transaction at a price equal to 100% of the Outstanding principal amount thereof; provided that such rate of
interest shall not exceed the lesser of 110% of the Fixed Rate Index on and as of such date and 18% per annum. 

“Fixed Rate Conversion Date” shall have the meaning set forth in Section 4.02. 

“Fixed Rate Index” shall mean with respect to a Fixed Rate Conversion Date, the average of the yield evaluations (on the
basis of full coupon securities trading at par with a term approximately equal to the Fixed Rate Period) of securities (whether or not actually issued), the interest on which is not included in gross income for Federal income tax purposes, of no
fewer than ten Component Issuers selected by the Indexing Agent and which have a long-term rating by a Rating Agency in the same Rating Category as the Bonds are rated at the time by such 

  
 21 









 
Rating Agency or, if no such bonds are so rated, shall be debt which, in the judgment of the Indexing Agent, is of credit quality comparable to that of the Bonds, computed by the Indexing Agent
on and as of the Fixed Rate Conversion Date. In the event that the Indexing Agent fails to compute the Fixed Rate Index and no other qualified municipal securities evaluation service can be appointed Indexing Agent by the Authority, the Fixed Rate
Index shall be determined by the applicable Remarketing Agent and shall be 90% of the average yield shown for the most recent calendar month for United States Treasury notes or bonds having the same number of years to maturity as the number of
12-month periods (or months if the Fixed Rate Period is less than one year) in the Fixed Rate Period, as published in the Federal Reserve Bulletin in the last issue before the Fixed Rate Conversion Date. If that issue does not contain such a yield,
the Fixed Rate Index will be determined by linear interpolation between the yields shown in that issue for United States Treasury notes and bonds having the next shorter and next longer number of years (or months) to maturity. In addition, at the
request of the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for Federal income tax purposes, the
Authority, with the consent of the Company, may designate a new method of setting the Fixed Rate Index in the event any of the above-described methods are determined by the Authority to be unavailable, impracticable or unrealistic in the market
place. 
 “Fixed Rate Period” shall mean any period during which Bonds bear interest at a Fixed Rate, which
period shall commence on the effective date of a Change in the Interest Rate Mode to a Fixed Rate, and shall extend through the day immediately preceding the Stated Maturity. 
 “Fixed Rate Record Date” shall mean, with respect to each Interest Payment Date during a Fixed Rate Period, the fifteenth day of the month next preceding such Interest Payment Date, or,
if such day shall not be a Business Day, the next preceding Business Day. 
 “Fund” shall mean, as applicable,
the Bond Fund, the Bond Purchase Fund, the Project Fund, or any other fund referenced herein or established under the terms hereof. 
 “Governmental Obligations” shall mean any of the following which are non-callable: 
 (a) direct general obligations of, or obligations the payment of the principal of and interest on which is unconditionally guaranteed by, the United States of America; and 

(b) bonds, debentures or notes issued by Government National Mortgage Association, Federal Financing Bank, Federal Farm
Credit Bank, Federal Land Bank, Federal Home Loan Bank, Farmers Home Administration, Federal Home Mortgage Association or any other comparable Federal agency hereafter created to the extent that said obligations are unconditionally guaranteed by the
United States of America. 
 “Hold Order” shall mean with respect to the Auction Rate Bonds, Hold Order as
defined in Section 3.06. 
 “Indenture” shall mean this Trust Indenture dated as of November 1, 2010
between the Authority and the Trustee, as the same may be amended or supplemented. 

  
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 “Indexing Agent” shall mean the Indexing Agent appointed in accordance with
Section 11.24. 
 “Initial Term Rate Period” shall mean the Term Rate Period which shall commence on the
Closing Date. 
 “Interest Payment Date” shall mean: 

(a) during each Commercial Paper Rate Period, the Business Day immediately succeeding the last day of any Calculation
Period; 
 (b) during an Auction Rate Period (i) for an Auction Period of 91 days or less, the Business Day
immediately succeeding such Auction Period and (ii) for an Auction Period of more than 91 days, each 13th Thursday after the first day of such Auction Period or the next Business Day if such Thursday is not a Business Day, and the Business Day
immediately succeeding the last day of each such Auction Period; 
 (c) during each Daily Rate Period, the first
Business Day of each month thereof; 
 (d) during each Weekly Rate Period, the first Business Day of each month
thereof; 
 (e) during each Monthly Rate Period, the first Business Day of each month thereof; 

(f) during each Semi-annual Rate Period, (i) the first Business Day of the sixth calendar month following the month
in which the first day of such Semi-annual Rate Period occurred, (ii) each anniversary of the date so determined, and (iii) each anniversary of the first day of the first month of such Semi-annual Rate Period; 

(g) during each Term Rate Period (including the Initial Term Rate Period), the November 1 or May 1 next
succeeding the first day of a Calculation Period and each November 1 or May 1 thereafter; provided, however, that if the November 1 or May 1 next succeeding the first day of a Calculation Period occurs less than twenty-one
(21) days after the first day of such Calculation Period, the first Interest Payment Date shall be the second such date following the first day of such Calculation Period; 

(h) the November 1 or May 1 next succeeding a Fixed Rate Conversion Date and each November 1 or May 1
thereafter; provided, however, that if the November 1 or May 1 next succeeding a Fixed Rate Conversion Date occurs less than twenty-one (21) days after such Fixed Rate Conversion Date, the first Interest Payment Date shall be the
second such date following the first day of the Fixed Rate Period; 
 (i) a Fixed Rate Conversion Date;


  
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 (j) any day on which Bonds are subject to mandatory tender for purchase
pursuant to Section 5.02, 5.04, 5.08 or 5.09 or redemption in whole pursuant to Section 5.01, 5.05, 5.06 or 5.07; and 
 (k) the Stated Maturity; 
 provided, however, that if any such date determined in any of the
foregoing clauses is not a Business Day, the Interest Payment Date shall be the next succeeding day which is a Business Day. 

“Investment Securities” shall mean any of the following which at the time are legal investments under the laws of the
State of New York for the moneys held hereunder: 
 (a) Governmental Obligations; 

(b) any obligation issued or guaranteed by, or backed by the full faith and credit of, the United States of America
(including any certificates or any other evidence of an ownership interest in any such obligation or in specified portions thereof, which may consist of specified portions of the principal thereof or the interest thereon); 

(c) deposit accounts in, or certificates of deposit issued by, and bankers acceptance of, any bank, trust company or
national banking association which is a member of the Federal Reserve System (which may include the Trustee), having capital stock and surplus aggregating not less than $50,000,000; 

(d) deposit accounts in, or certificates of deposit issued by and bankers acceptances of, any bank or trust company having
capital stock and surplus aggregating not less than $50,000,000 and whose obligations are rated not less than “A” or equivalent by Moody’s or S&P; 

(e) obligations issued or guaranteed by any person controlled or supervised by and acting as an instrumentality of the
United States of America pursuant to the authority granted by the Congress of the United States; 
 (f)
commercial paper rated in the highest investment grade or next highest investment grade by Moody’s or S&P; 
 (g) obligations rated not less than “A” or equivalent by Moody’s or S&P issued or guaranteed by any state of the United States or the District of Columbia, or any political subdivision,
agency or instrumentality of any such state or District, or issued by any corporation; 
 (h) obligations of a
public housing authority fully secured by contracts with the United States; 
 (i) repurchase agreements with any
bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee) or any government bond dealer reporting to, trading with and


  
 24 









 
recognized as a primary dealer by, the Federal Reserve Bank of New York with respect to any of the foregoing obligations or securities. Any repurchase agreement entered into pursuant to this
Indenture shall, by its terms, permit the Trustee to sell the related obligations or securities if the other party to such repurchase agreement shall fail to repurchase promptly such obligation or security on the day required by the repurchase
agreement. All such repurchase agreements shall also provide for the delivery of the related obligations or securities to the Trustee or a depositary of the Trustee; 

(j) money market or bond mutual funds, which funds have a composite investment grade rated not less than “A” or
equivalent by Moody’s or S&P; or 
 (k) investment agreements with any bank or trust company organized
under the laws of any state of the United States of America or any national banking association (including the Trustee) or any governmental bond dealer reporting to, trading with and recognized as a primary dealer by, the Federal Reserve Bank of New
York, which has, or the parent company of which has, long-term debt rated at least “A” or its equivalent by S&P or Moody’s, with respect to any of the obligations or securities specified in (a), (d), (e), (f) and
(g) above. Any investment agreement entered into pursuant to this Indenture shall, by its terms provide that (i) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven
(7) days’ prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date), and (ii) the investment agreement is the unconditional and general obligation of, and is not subordinated to any
other obligation of, the provider thereof. 
 Any such Investment Securities may be held by the Trustee in book entry form, whereby certificated
securities are held by an independent custodian and the Trustee is the beneficial owner of all or a portion of such certificated securities. 
 “Liquidity Facility” shall mean a Support Facility which provides for the payments referred to in clause (i) of the definition thereof. 

“Liquidity Facility Issuer” shall mean any bank or banks or other financial institution or institutions, having issued
any Liquidity Facility. 
 “Market Agent” shall mean a firm or group of firms appointed pursuant to
Section 11.14 to perform certain duties and obligations hereunder with respect to the Bonds or a subseries of Bonds while such Bonds or subseries are in an Auction Rate Period. 

“Market Agent Agreement” shall mean any agreement between the Company and a Market Agent and any similar agreement or
agreements entered into among the Company and one or more successor Market Agents, as from time to time amended, pursuant to which the applicable Market Agent undertakes to perform its duties and obligations hereunder while Bonds are in an Auction
Rate Period. 
 “Maximum Allowed Rate” shall mean as of any date the lesser of 15% per annum or the
maximum interest rate payable under the Support Facility then in effect, provided, however, that such Maximum Allowed Rate shall not exceed the maximum rate, if any, permitted by applicable law. 

  
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 “Maximum Auction Rate” shall mean on any date of determination with respect
to Auction Rate Bonds, the lesser of the Maximum Allowed Rate and the following: (i) in all cases other than as provided in (ii) or (iii) below, the interest rate per annum equal to the Applicable Percentage of the higher of the
After-Tax Equivalent Rate determined on such date with respect to a Standard Auction Period and the BMA Index, (ii) with respect to any change in an Auction Period and/or the Standard Auction Period pursuant to Section 3.04, including any
automatic reversion to a Standard Auction Period pursuant to Section 3.03, the interest rate per annum equal to the highest of (a) the Applicable Percentage of the higher of the After-Tax Equivalent Rate determined on such date with
respect to a Standard Auction Period, and the BMA Index, (b) the Applicable Percentage of the higher of the After-Tax Equivalent Rate determined on such date with respect to the Auction Period which is proposed to be established and the BMA
Index, and (c) the Applicable Percentage of the higher of the After-Tax Equivalent Rate determined on such date with respect to the Auction Period in effect immediately prior to such proposed change in the Auction Period and the BMA Index, or
(iii) with respect to any Change in the Interest Rate Mode from an Auction Rate pursuant to Section 4.01 or any change from an Auction Rate to a Fixed Rate pursuant to Section 4.02, the interest rate per annum equal to the higher of
(a) the Applicable Percentage of the higher of the After-Tax Equivalent Rate determined on such date with respect to a Standard Auction Period and the BMA Index, and (b) the Applicable Percentage of the higher of the After-Tax Equivalent
Rate determined on such date with respect to the Auction Period in effect immediately prior to such proposed change and the BMA Index. 
 “Monthly Period Record Date” shall mean, with respect to each Interest Payment Date during a Monthly Period, the Business Day next preceding such Interest Payment Date. 

“Monthly Rate” shall mean with respect to each Calculation Period during a Monthly Rate Period, a rate of interest equal
to the rate of interest per annum established and certified to the Trustee (with a copy to the Authority, the Registrar and Paying Agent, and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the
Determination Date as the minimum rate of interest per annum which, in the opinion of such Remarketing Agent, would be necessary on and as of such day to remarket the applicable Bonds in a secondary market transaction at a price equal to the
principal amount thereof; provided that such rate of interest shall not exceed the lesser of 110% of the Monthly Rate Index on and as of such date and the Maximum Allowed Rate. 

“Monthly Rate Index” shall mean with respect to the Determination Date of each Calculation Period during a Monthly Rate
Period, the average of 30-day yield evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued), the interest on which is not included in gross income for Federal income tax purposes, of no fewer than ten
Component Issuers selected by the Indexing Agent, including issuers of commercial paper, project notes, bond anticipation notes and tax anticipation notes, computed by the Indexing Agent on and as of such day. If the Bonds are rated by a Rating
Agency in its highest note or commercial paper Rating Category or one of its two highest long-term debt rating categories, each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its highest note or commercial
paper Rating Category or (b) not have outstanding notes or commercial paper rated by a Rating Agency but have outstanding securities rated by a Rating Agency in one of its two highest long-term debt rating categories. If the Bonds are rated by
a 

  
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Rating Agency in a Rating Category that is lower than its highest note or commercial paper Rating Category or its two highest long-term debt rating categories (and the Bonds are not rated in one
of such categories by the other Rating Agency), each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its note or commercial paper Rating Category which is the same or correlative, in the Indexing Agent’s
judgment, to the note or commercial paper Rating Category or the long-term debt Rating Category of the Bonds or (b) have outstanding securities rated by a Rating Agency in the same long-term debt Rating Category as the Bonds are rated by that
Rating Agency and not have any outstanding notes or commercial paper rated by such Rating Agency. The Indexing Agent may change the Component Issuers from time to time in its discretion, subject to the foregoing requirements. In addition, at the
request of the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for Federal income tax purposes, the
Authority, with the consent of the Company, may designate a new method of setting the Monthly Rate Index in the event any of the above-described methods are determined by the Authority to be unavailable, impracticable or unrealistic in the market
place. 
 “Monthly Rate Period” shall mean any period during which Bonds bear interest at a Monthly Rate which
period shall commence with the effective date of the Change in the Interest Rate Mode to a Monthly Rate and shall extend through the day immediately preceding the earlier of (a) the effective date of another Change in the Interest Rate Mode or
(b) the Stated Maturity. 
 “Moody’s” shall mean Moody’s Investors Service, Inc., a corporation
organized and existing under the laws of the State of Delaware and its successor or successors, and if such corporation shall for any reason no longer perform the functions of a securities rating agency or if Moody’s shall be replaced, subject
to the definition of “prevailing rating” in the definition of Applicable Percentage, by some other nationally recognized rating agency by the Authority at the request of the Company, “Moody’s” shall be deemed to refer to
such other nationally recognized rating agency designated by the Authority at the request of the Company. 

“Note” shall mean the promissory note of the Company executed by the Company and delivered to the Trustee, to evidence
the obligations of the Company to repay the loan to be made by the Authority pursuant to the Participation Agreement. 

“Note Payments” shall mean the portion of the Payments required to be made pursuant to Section 4.02 of the
Participation Agreement and the Note to be applied to the payment of principal of, premium, if any, and interest on the Bonds. 

“Notice of Election to Tender” shall mean the notice given by a Holder of Bonds pursuant to Section 5.03.

 “Opinion of Bond Counsel” shall mean a written opinion of Bond Counsel. 

“Option to Convert” shall mean the Authority’s right and option to convert the rate of interest payable on the
Bonds from an Adjustable Rate to a Fixed Rate as provided in Section 4.02. 

  
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 “Order” shall mean with respect to Auction Rate Bonds, an Order as defined
in Section 3.06. 
 “Outstanding”, whether appearing in upper or lower case, when used with respect to any
Bond shall mean, as of any date, any Bond theretofore or thereupon being authenticated and delivered pursuant to this Indenture, except: 
 1. a Bond cancelled by the Trustee or delivered to the Trustee for cancellation at or prior to such date; 
 2. a Bond in lieu of or in substitution for which another Bond shall have been issued under Sections 5.10, 5.11, 7.03 , 7.04 or 7.05; and 

3. a Bond or portion thereof deemed to have been paid in accordance with Section 15.01; 

provided, however, that with respect to Auction Rate Bonds for the purposes of the Auction Procedures on any Auction Date, Auction Rate Bonds as to which
the Company or any person known to the Auction Agent to be an Affiliate of the Company is the Existing Holder thereof shall be disregarded and deemed not to be Outstanding. 
 “Overdue Rate” shall mean on any date of determination 265% of the higher of the After-Tax Equivalent Rate determined on such date with respect to a Standard Auction Period and the BMA
Index on such date of determination; provided that in no event shall the Overdue Rate exceed the Maximum Allowed Rate. 

“Participation Agreement” shall mean the Participation Agreement dated as of the date hereof, between the Authority and
the Company, as amended and supplemented by Supplemental Participation Agreements from time to time. 

“Payments” shall mean collectively the Note Payments and the Additional Payments. 

“Payment Default” shall mean the receipt by the Auction Agent of a notice from the Trustee of (i) failure to make
payments of principal of and premium, if any, or interest on any subseries of the Bonds when the same shall become due and payable and (ii) the occurrence of a default by the Credit Facility Issuer under the Credit Facility applicable to such
subseries of the Bonds. 
 “Potential Holder” shall mean a person, including any Existing Holder, who may be
interested in acquiring a beneficial interest in Auction Rate Bonds in addition to Auction Rate Bonds currently owned by such person, if any. 
 “Principal Corporate Trust Office” shall mean the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the
date hereof is located at 101 Barclay Street - 21W, New York, New York 10286. 

  
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 “Project” shall mean any acquisition, purchase, construction,
reconstruction, improvement, betterment, extension and equipping, as described in Exhibit A and Exhibit B to the Participation Agreement as the same may be revised from time to time to reflect any changes or substitutions therein, additions thereto,
or deletions therefrom permitted by the Participation Agreement. 
 “Project Fund” shall mean the special trust
fund designated as “Consolidated Edison Company of New York, Inc. Series 2010A Project Fund” created and established under, and to be held and administered by the Trustee as provided in, Section 8.01. 

“Purchase Price” shall mean the purchase price of Bonds tendered or deemed tendered for purchase pursuant to
Section 5.03, 5.04, 5.08 or 5.09, or purchased pursuant to Section 5.02, consisting of the principal amount of such Bonds together with any accrued and unpaid interest plus, in the event Bonds are subject to redemption or tender for
purchase pursuant to Section 5.04, any premium which would have been required to be paid as part of the redemption price on any date on which such Bonds are subject to redemption or to tender for purchase if such Bonds were subject to optional
redemption pursuant to Section 5.01 on such date. With respect to Bonds tendered for purchase on an Interest Payment Date, Purchase Price shall include any accrued interest on such Bonds which is not otherwise being paid pursuant to
Section 9.03(1)(a). 
 “Rate Index” means the Daily Rate Index, the Fixed Rate Index, the Commercial Paper
Rate Index, the Monthly Rate Index, the Semi-annual Rate Index, the Term Rate Index, or the Weekly Rate Index. 

“Rating Agency” means Moody’s, if the Bonds are then rated by Moody’s, S&P, if the Bonds are then rated by
S&P, and Fitch, if the Bonds are then rated by Fitch. 
 “Rating Category” shall mean one of the generic
rating categories of a Rating Agency, without regard to any refinement or gradation of such Rating Category by a numerical modifier, plus or minus sign, or otherwise. 
 “Record Date”, at any time, shall mean each Commercial Paper Period Record Date during a Commercial Paper Rate Period, each Auction Rate Bonds Period Record Date during an Auction Rate
Period, each Daily Period Record Date during a Daily Rate Period, each Weekly Period Record Date during a Weekly Rate Period, each Monthly Period Record Date during a Monthly Rate Period, each Semi-annual Period Record Date during a Semi-annual Rate
Period, each Term Period Record Date during a Term Rate Period and each Fixed Rate Record Date during a Fixed Rate Period. 

“Registrar and Paying Agent” shall mean The Bank of New York Mellon in its separate capacity as Registrar and Paying
Agent for the Bonds, or its successors or assigns. 
 “Remarketing Agent” shall mean the Remarketing Agent or
Remarketing Agents, if any, appointed pursuant to Section 11.14, its or their successors or assigns, including without limitation any Market Agent appointed in connection with Auction Rate Bonds. 

  
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 “Remarketing Agreement” shall mean a remarketing agreement among the
Company and the Remarketing Agents to be entered into in connection with the remarketing of the Bonds and any similar agreement or agreements between the Company and one or more successor or subsequent Remarketing Agents, as from time to time
amended, including without limitation any Market Agent Agreement, pursuant to which the applicable Remarketing Agent undertakes to perform its duties and obligations hereunder during a period of time specified in such agreement. 

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture. 
 “Revenues” shall mean and include all income, revenues and moneys derived
by the Authority under the Participation Agreement and the Note (except administrative compensation and indemnification payable under the Participation Agreement), and, without limiting the generality of the foregoing, shall include to the extent
provided in this Indenture, earnings on the investment of moneys held under this Indenture and the proceeds of the sale of any such investments. The term “Revenues” shall not include moneys received as proceeds from the sale of the Bonds
or any other bonds, notes or evidences of indebtedness or as grants or gifts. 
 “S&P” shall mean
Standard & Poor’s, a division of The McGraw-Hill Companies and its successor or successors, and if such corporation shall for any reason no longer perform the functions of a securities rating agency or if S&P shall be replaced,
subject to the definition of “prevailing rating” in the definition of Applicable Percentage, by some other nationally recognized rating agency by the Authority at the request of the Company, “S&P” shall be deemed to refer to
such other nationally recognized rating agency designated by the Authority at the request of the Company. 
 “Securities
Depository” shall mean The Depository Trust Company and its successors and assigns or if (i) the then Securities Depository resigns from its functions as depository of the Bonds or (ii) the Authority discontinues use of the then
Securities Depository pursuant to Section 2.03, then the term shall include any other securities depository, which agrees to follow the procedures required to be followed by a Securities Depository in connection with the Bonds and which is
selected by the Authority, with the consent of the Company, the Trustee, the Auction Agent, if any, and the applicable Market Agent or Remarketing Agent pursuant to Section 2.03. 

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Sell Order” shall mean with respect to Auction Rate Bonds, Sell Order as defined in Section 3.06. 

  
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 “Semi-annual Period Record Date” shall mean, with respect to each Interest
Payment Date during a Semi-annual Rate Period, the fifteenth day of the calendar month next preceding such Interest Payment Date. 
 “Semi-annual Rate” shall mean with respect to each Calculation Period during a Semi-annual Rate Period, a rate of interest equal to the rate of interest per annum established and
certified to the Trustee (with a copy to the Authority, the Registrar and Paying Agent and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the Determination Date as the minimum rate of interest per
annum which, in the opinion of such Remarketing Agent, would be necessary on and as of such day to remarket the applicable Bonds in a secondary market transaction at a price equal to the principal amount thereof; provided that such rate of interest
shall not exceed the lesser of 110% of the Semi-annual Rate Index on and as of such date and the Maximum Allowed Rate. 

“Semi-annual Rate Index” shall mean with respect to the Determination Date of each Calculation Period during a
Semi-annual Rate Period, the average of six-month yield evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued), the interest on which is not included in gross income for Federal income tax purposes, of
no fewer than ten Component Issuers selected by the Indexing Agent, including issuers of commercial paper, project notes, bond anticipation notes and tax anticipation notes, computed by the Indexing Agent on and as of such day. If the Bonds are
rated by a Rating Agency in its highest note or commercial paper Rating Category or one of its two highest long-term debt rating categories, each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its highest note
or commercial paper Rating Category or (b) not have outstanding notes or commercial paper rated by a Rating Agency but have outstanding securities rated by a Rating Agency in one of its two highest long-term debt rating categories. If the Bonds
are rated by a Rating Agency in a Rating Category that is lower than its highest note or commercial paper Rating Category or its two highest long-term debt rating categories (and the Bonds are not rated in one of such categories by the other Rating
Agency), each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its note or commercial paper Rating Category which is the same or correlative, in the Indexing Agent’s judgment, to the note or commercial
paper Rating Category or the long-term debt Rating Category of the Bonds or the other debt obligations supported by support facilities issued by the issuer of a Support Facility or (b) have outstanding securities rated by a Rating Agency in the
same long-term debt Rating Category as the Bonds are rated by that Rating Agency and not have any outstanding notes or commercial paper rated by such Rating Agency. The Indexing Agent may change the Component Issuers from time to time in its
discretion, subject to the foregoing requirements. In addition, at the request of the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross
income of the owners thereof for Federal income tax purposes, the Authority, with the consent of the Company, may designate a new method of setting the Semi-annual Rate Index in the event any of the above-described methods are determined by the
Authority to be unavailable, impracticable or unrealistic in the market place. 
 “Semi-annual Rate Period”
shall mean any period during which Bonds bear interest at a Semi-annual Rate, which period shall commence on the effective date of a Change in the Interest Rate Mode to a Semi-annual Rate, and shall extend through the day immediately


  
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preceding the earlier of (a) the effective date of another Change in the Interest Rate Mode, or (b) the Stated Maturity. 

“Standard Auction Period” shall, initially in any Auction Rate Period, mean an Auction Period of thirty-five
(35) days, and after the establishment of a different Standard Auction Period pursuant to Section 3.04, shall mean such different Standard Auction Period. 
 “State” shall, unless used as a titular reference to a specific state, mean any state of the United States of America. 

“Stated Maturity,” with respect to the Bonds shall mean June 1, 2036, provided that, subject to the next sentence,
in any case where the date of maturity of, or payment of premium on, interest on, or principal of, the Bonds or the date fixed for redemption of any Bonds shall be on a day other than a Business Day, then payment of interest, principal and premium,
if any, need not be made on such date but may be made (without additional interest) on the next succeeding Business Day, with the same force and effect as if made on the date of maturity or the date fixed for redemption. Notwithstanding anything in
this Indenture to the contrary, in no event shall the final maturity date of the Bonds extend beyond 35 years from the Closing Date, and the length of any Auction Period shall be reduced at the discretion of the Authority to the extent necessary to
ensure compliance with the provisions of this sentence. 
 “Statutory Corporate Tax Rate” shall mean as of any
date of determination the highest tax rate bracket (expressed in decimals) now or hereafter applicable in each taxable year on the taxable income of every corporation as set forth in Section 11 of the Code or any successor Section without
regard to any minimum additional tax provision or provisions regarding changes in rates during a taxable year, which on the date hereof is .35. Any change in the Statutory Corporate Tax Rate shall be evidenced by a certificate of the Company.

 “Submission Deadline” shall mean 1:00 p.m., New York City time, on any Auction Date or such other time on
any such Auction Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time. 
 “Submitted Bid” shall mean with respect to Auction Rate Bonds, Submitted Bid as defined in Section 3.08. 
 “Submitted Hold Order” shall mean with respect to Auction Rate Bonds, Submitted Hold Order as defined in Section 3.08. 

“Submitted Order” shall mean with respect to Auction Rate Bonds, Submitted Order as defined in Section 3.08.

 “Submitted Sell Order” shall mean with respect to Auction Rate Bonds, Submitted Sell Order as defined in
Section 3.08. 
 “Substitute Commercial Paper Dealers” shall mean the commercial paper dealers specified
by the Authority at the request of the Company at the time of any Change in the Interest Rate Mode to an Auction Rate or their respective affiliates or successors. 

  
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 “Substitute U.S. Government Securities Dealer” shall mean the dealer or
dealers in U.S. government securities specified by the Authority at the request of the Company. 
 “Sufficient Clearing
Bids” shall mean with respect to Auction Rate Bonds, Sufficient Clearing Bids as defined in Section 3.08. 

“Supplemental Indenture” shall mean any indenture between the Trustee and the Authority entered into pursuant to and in
compliance with the provisions of Article XIV hereof amending or supplementing the provisions of this Indenture as originally executed or as theretofore amended or supplemented. 

“Supplemental Participation Agreement” shall mean an agreement supplementing or amending the Participation Agreement
entered into pursuant to and in compliance with the provisions of Article XIV. 
 “Support Facility” shall
mean any instrument satisfactory to the Authority entered into or obtained in connection with the Bonds, such as a letter of credit, committed line of credit, insurance policy, surety bond or standby bond purchase agreement, or any combination of
the foregoing, and issued by a bank or banks, insurance company, other financial institution or institutions, or any combination of the foregoing which provides for the payment of (i) the Purchase Price on Bonds tendered for purchase pursuant
to the provisions hereof and the Bond Purchase Trust Agreement and/or (ii) principal of and interest on all Bonds coming due and payable during the term thereof. 
 “Support Facility Issuer” shall mean any bank or banks, or other financial institution or institutions which is the issuer of any Support Facility. 

“Support Facility Issuer Default” means the occurrence and continuance of one or more of the following events:
(a) the failure of the issuer of the Support Facility to pay principal of or interest on the Bonds or the Purchase Price of the Bonds when and to the extent required by a Support Facility; (b) the issuance of an order of liquidation or
dissolution of an issuer of the Support Facility; (c) the commencement by an issuer of the Support Facility of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for itself or any substantial part of its property;
(d) the consent of an issuer of the Support Facility to any relief referred to in the preceding clause (c) in an involuntary case or other proceeding commenced against it; (e) the making by an issuer of the Support Facility of an
assignment for the benefit of creditors; (f) the failure of an issuer of the Support Facility to generally pay its debts as they become due; (g) a default by an issuer of the Support Facility under a Support Facility; (h) repudiation
of the Support Facility by the issuer of the Support Facility; or (i) the initiation by an issuer of the Support Facility of any actions to authorize any of the foregoing. 

“Tax Regulatory Agreement” shall mean the Tax Regulatory Agreement, dated the Closing Date, between the Authority and
the Company, and any and all modifications, alterations, amendments and supplements thereto. 

  
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 “Term Period Record Date” shall mean, with respect to each Interest Payment
Date during a Term Rate Period, the fifteenth day of the month next preceding such Interest Payment Date. 
 “Term
Rate” shall mean 1.45% per annum with respect to the Calculation Period which shall commence upon the Closing Date, and with respect to each Calculation Period during any other Term Rate Period, a rate of interest equal to the rate of
interest per annum established and certified to the Trustee (with a copy to the Authority, the Registrar and Paying Agent and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the Determination Date as
the minimum rate of interest per annum which, in the opinion of such Remarketing Agent, would be necessary on and as of such day to remarket the applicable Bonds in a secondary market transaction at a price equal to the principal amount thereof;
provided that such rate of interest shall not exceed the lesser of 110% of the Term Rate Index on and as of such date and the Maximum Allowed Rate. 
 “Term Rate Index” shall mean with respect to the Determination Date of each Calculation Period during a Term Rate Period, other than the Initial Term Rate Period, the average of the yield
evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued), having a term approximately equal to the Term Rate Period or which are subject to optional or mandatory tender by the owner thereof at the end of a
term approximately equal to the Term Rate Period, the interest on which is not included in gross income for Federal income tax purposes, of no fewer than ten Component Issuers selected by the Indexing Agent, computed by the Indexing Agent on and as
of such day. If the Bonds are rated by a Rating Agency in one of its two highest long-term debt rating categories, each Component Issuer must have outstanding securities rated by a Rating Agency in one of its two highest long-term debt rating
categories. If the Bonds are rated by a Rating Agency in a Rating Category that is lower than its two highest long-term debt rating categories (and the Bonds are not rated in one of the two highest such categories by the other Rating Agency), each
Component Issuer must have outstanding securities rated by a Rating Agency in the same long-term debt Rating Category as the Bonds are rated by that Rating Agency. The Indexing Agent may change the Component Issuers from time to time in its
discretion, subject to the foregoing requirements. In addition, at the request of the Company and upon delivery to the Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross
income of the owners thereof for Federal income tax purposes, the Authority, with the consent of the Company, may designate a new method of setting the Term Rate Index in the event any of the above-described methods are determined by the Authority
to be unavailable, impracticable or unrealistic in the market place. 
 “Term Rate Period” shall mean any
period during which Bonds bear interest at a Term Rate; the first such period shall commence on the Closing Date and shall extend through October 31, 2012. 
 “Terminating Event” shall mean: 
 (a) Any event or
events under the terms of a Support Facility or any agreement providing for the issuance of such Support Facility which would cause the termination of such Support Facility but would also specifically allow for the mandatory


  
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tender of Bonds pursuant to Section 5.09 with a draw on or borrowing or payment under such Support Facility prior to such termination; or 

(b) Receipt by the Trustee of written notice from the financial institution providing any Support Facility following a
draw on or borrowing or payment under such Support Facility for payment of interest on the Bonds that the amount so drawn, borrowed or paid has not been reinstated in the amount of such drawing. 

“Treasury Rate” on any date, shall mean (i) the yield, calculated in accordance with prevailing industry
convention, of the rate on the most recently auctioned direct obligations of the U.S. Government having a maturity at the time of issuance of 364 days or less with a remaining maturity closest to the length of such Auction Period, as quoted in
The Wall Street Journal on such date for the Business Day next preceding such date; or (ii) in the event that any such rate is not published in The Wall Street Journal, the bond equivalent yield, calculated in accordance with
prevailing industry convention, as calculated by reference to the arithmetic average of the bid price quotations of the most recently auctioned direct obligation of the U.S. Government having a maturity at the time of issuance of 364 days or less
with a remaining maturity closest to the length of such Auction Period, based on bid price quotations on such date obtained by the Auction Agent from a U.S. Government Securities Dealer. If any U.S. Government Securities Dealer does not quote a rate
required to determine the Treasury Rate, the Treasury Rate shall be determined on the basis of the quotation or quotations furnished by the remaining U.S. Government Securities Dealer or Dealers and any Substitute U.S. Government Securities Dealer
or Dealers selected by the Authority at the request of the Company to provide such rate or rates not being supplied by any U.S. Government Securities Dealer or U.S. Government Securities Dealers, as the case may be, or, if the Authority does not
select any such Substitute U.S. Government Securities Dealer or Substitute U.S. Government Securities Dealers, by the remaining U.S. Government Securities Dealer or U.S. Government Securities Dealers. 

“Trust Estate” shall have the meaning assigned to such term in the first paragraph following the recitals herein.

 “Trustee” shall mean the corporation having trust powers appointed by the Authority as Trustee hereunder and
serving as such hereunder, and any surviving, resulting or transferee corporation as provided in Section 11.13. References to principal office of the Trustee shall mean the Principal Corporate Trust Office of the Trustee. 

“U.S. Government” shall mean the Federal government of the United States of America. 

“U.S. Government Securities Dealers” shall mean the Market Agents for any Auction Rate Bonds, or, in lieu of any
thereof, their respective affiliates or successors, provided that any such entity is a U.S. Government securities dealer. 

“Weekly Period Record Date” shall mean, with respect to each Interest Payment Date during a Weekly Rate Period, the
Business Day next preceding such Interest Payment Date. 
 “Weekly Rate” shall mean with respect to each
Calculation Period during a Weekly Rate Period, .a rate of interest equal to the rate of interest per annum established and 

  
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certified to the Trustee (with a copy to the Authority, the Registrar and Paying Agent and the Company) by a Remarketing Agent no later than 12:00 noon (New York City time) on and as of the
Determination Date as the minimum rate of interest per annum which, in the opinion of such Remarketing Agent, would be necessary on and as of such day to remarket the applicable Bonds in a secondary market transaction at a price equal to the
principal amount thereof plus accrued interest thereon; provided that such rate of interest shall not exceed the lesser of 110% of the Weekly Rate Index on and as of such date and the Maximum Allowed Rate. 

“Weekly Rate Index” shall mean with respect to the Determination Date of each Calculation Period during a Weekly Rate
Period, the average of 30-day yield evaluations at par, determined by the Indexing Agent, of securities (whether or not actually issued), the interest on which is not included in gross income for Federal income tax purposes, of no fewer than ten
Component Issuers selected by the Indexing Agent, including issuers of commercial paper, project notes, bond anticipation notes and tax anticipation notes, computed by the Indexing Agent on and as of such day. If the Bonds are rated by a Rating
Agency in its highest note or commercial paper Rating Category or one of its two highest long-term debt rating categories, each Component Issuer must (a) have outstanding securities rated by a Rating Agency in its highest note or commercial
paper Rating Category or (b) not have outstanding notes or commercial paper rated by a Rating Agency but have outstanding securities rated by a Rating Agency in one of its two highest long-term debt rating categories. If the Bonds are rated by
a Rating Agency in a Rating Category that is lower than its highest note or commercial paper Rating Category or its two highest long-term debt rating categories (and the Bonds are not rated in one of such categories by the other Rating Agency), each
Component Issuer must (a) have outstanding securities rated by a Rating Agency in its note or commercial paper Rating Category which is the same or correlative, in the Indexing Agent’s judgment, to the note or commercial paper Rating
Category or the long-term debt Rating Category of the Bonds or (b) have outstanding securities rated by a Rating Agency in the same long-term debt Rating Category as the Bonds are rated by that Rating Agency and not have any outstanding notes
or commercial paper rated by such Rating Agency. The Indexing Agent may change the Component Issuers from time to time in its discretion, subject to the foregoing requirements. In addition, at the request of the Company and upon delivery to the
Trustee of an Opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for Federal income tax purposes, the Authority, with the consent of the Company, may
designate a new method of setting the Weekly Rate Index in the event any of the above-described methods are determined by the Authority to be unavailable, impracticable or unrealistic in the market place. 

“Weekly Rate Period” shall mean any period during which the Bonds bear interest at a Weekly Rate, which period shall
commence with the effective date of the Change in the Interest Rate Mode to a Weekly Rate and shall extend through the day immediately preceding the earlier of (a) the effective date of another Change in the Interest Rate Mode or (b) the
Stated Maturity. 
 “Winning Bid Rate” shall mean with respect to Auction Rate Bonds, Winning Bid Rate as
defined in Section 3.08. 

  
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 Section 1.02. Definitions of General Terms. Whenever in this Indenture any
governmental unit including the Authority or any official, officer, director or department of a governmental unit, is defined or referred to, such definition or reference shall be deemed to include the governmental unit or official, officer, board,
agency, commission, body or department succeeding to or in whom or in which is vested, the functions, rights, powers, duties and obligations of such governmental unit, official, officer, director or department, as the case may be, encompassed by
this Indenture. 
 Unless the context shall clearly indicate otherwise or may otherwise require, in this Indenture words
importing persons include firms, partnerships, associations, corporations (public and private), public bodies and natural persons, and also include executors, administrators, trustees, receivers or other representatives. 

Unless the context shall clearly indicate otherwise or may otherwise require computation on other than an annual basis, in this Indenture
whenever any interest rate or rate of interest is defined or referred to, such rate shall be a rate per annum. 
 Unless the
context shall clearly indicate otherwise or may otherwise require, in this Indenture: (i) references to articles, sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding articles,
sections and subdivisions of this Indenture, as such articles, sections or subdivisions may be amended from time to time; (ii) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and
any similar terms, refer to this Indenture and to this Indenture as a whole and not to any particular article, Section or subdivision hereof; and (iii) the word “heretofore” means before the time of effectiveness of this
Indenture; and the word “hereafter” means after the time of effectiveness of this Indenture. 

  
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 ARTICLE II 
 AUTHORIZATION OF BONDS 
 Section 2.01. Limitation on Issuance of
Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with the provisions of this Article. 
 Section 2.02. Authorization of Bonds. 1. There is hereby created and established under this Indenture one issue of revenue bonds of the Authority, limited to $224,600,000 in aggregate principal
amount, of “Facilities Revenue Bonds, Series 2010A (Consolidated Edison Company of New York, Inc. Project)”. In order to distinguish between Bonds which are subject to different interest rate determination methods and other features and to
distinguish the portion of the Bonds to be offered or remarketed by any particular Remarketing Agent, the Bonds may be designated and redesignated from time to time by the Authority in such a way as to identify one or more subseries of the Bonds.
Such subseries may be designated as subseries A-1, subseries A-2, or subseries A-3, as the case may be, or may be further redesignated as subseries A-1-1, subseries A-2-1, or subseries A-3-1, as the case may be, and so forth. Each Bond shall bear
upon the face thereof such designation or redesignation, if any. In the event any series of Bonds is designated as one or more subseries, all references to a series of the Bonds in this Indenture shall refer to each such subseries unless the context
otherwise requires. 
 2. The Bonds shall be secured by the Trust Estate. The lien, pledge, charge and assignment of the Trust
Estate created hereby shall be valid and binding from the time of the effectiveness of this Indenture, as set forth in Section 17.11, and the Note Payments made under the Note and the Participation Agreement shall be immediately subject thereto
upon receipt by the Trustee. 
 3. The Bonds are limited obligations of the Authority payable solely from payments to be made by
the Company pursuant to the Note and the Participation Agreement and the other moneys, rights and properties pledged hereunder including the proceeds of the Support Facility, if any, hereafter obtained with respect thereto and secured by a pledge
from the Authority to the Trustee of the Participation Agreement and the Note. The Bonds shall not be a debt of the State of New York, and the State of New York shall not be liable thereon. 

4. The covenants and agreements herein set forth to be performed by the Authority shall be for the benefit, security and protection of
any Holder of the Bonds. 
 5. Neither the Trustee nor any Holder of the Bonds shall be required to see that the moneys derived
from such Bonds are applied to the purpose or purposes for which such Bonds are issued. 
 6. The Bonds shall be issued under
this Indenture for the purpose of paying a portion of the redemption price of the Prior Bonds. 
 7. The Bonds bearing a
Commercial Paper Rate, a Daily Rate, a Weekly Rate or a Monthly Rate shall be fully registered Bonds in the denomination of $100,000 or any integral multiple thereof. The Bonds bearing an Auction Rate shall be fully registered Bonds in


  
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the denomination of $25,000 or any integral multiple thereof. The Bonds bearing a Semi-annual Rate, a Term Rate or a Fixed Rate shall be fully registered Bonds in the denomination of $5,000 or
any integral multiple thereof. 
 8. The Bonds shall be numbered consecutively from “2010A- [insert “1, 2 or 3”,
as appropriate]-1” upwards as issued, or as otherwise provided by the Registrar and Paying Agent. If the Bonds are redesignated to identify one or more additional subseries, the Bonds shall be numbered in accordance with their subseries
designation. The Bonds shall mature on the Stated Maturity. 
 9. The Bonds shall be initially issued in fully registered form,
without coupons, and dated their date of first authentication and delivery. 
 10. Upon any partial Change in the Interest Rate
Mode for the Bonds from an Auction Rate for an Auction Rate Period, there shall be Outstanding an aggregate principal amount of not less than $10,000,000 of Auction Rate Bonds for any remaining subseries of Bonds subject to an Auction Rate and in
the applicable denominations set forth in Section 2.02.7. 
 Section 2.03. Global Form; Securities Depository. 1.
Except as otherwise provided in this Section 2.03, the Bonds in the form of one separate global bond for each subseries shall be registered in the name of the Securities Depository or its nominee and ownership thereof shall be maintained in
book entry form by the Securities Depository for the account of the Agent Members thereof. 
 Except as provided in subsections
(3) and (4) of this Section 2.03, the Bonds of any subseries may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository, or to a successor Securities Depository selected
or approved by the Authority, with the consent of the Company, the Trustee, the Auction Agent, if any, and the applicable Remarketing Agent for such subseries, or to a nominee of such successor Securities Depository. Each global certificate for the
Bonds shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.03 of the Indenture, this global bond may be transferred, in whole but not in part, only to the Securities Depository as defined in
the Indenture or a nominee of the Securities Depository or to a successor Securities Depository or to a nominee of a successor Securities Depository.” 
 2. The Authority, the Company, the Trustee, the Registrar and Paying Agent, the Auction Agent, if any, and the applicable Remarketing Agent shall have no responsibility or obligation with respect to:

 (a) the accuracy of the records of the Securities Depository or any Agent Member with respect to any
beneficial ownership interest in the Bonds; 
 (b) the delivery to any Agent Member, beneficial owner of the
Bonds or other person, other than the Securities Depository or its nominee as registered owner, of any notice with respect to the Bonds; 

  
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 (c) the payment to any Agent Member, beneficial owner of the Bonds or other
person, other than the Securities Depository or its nominee as registered owner, of any amount with respect to the principal or premium, if any, or interest on the Bonds; 

(d) its acceptance of any consent given by the Securities Depository or other action taken by the Securities Depository as
registered owner; or 
 (e) the selection by the Securities Depository or any Agent Members of any beneficial
owners to receive payment in the event of a partial redemption of Bonds, except for the Trustee’s obligations under Section 5.12. 

So long as the certificates for the Bonds of any subseries issued under the Indenture are not issued pursuant to subsection (4) of this
Section 2.03, the Authority, the Company, the Trustee, the Auction Agent, if any, the applicable Remarketing Agent and the Registrar and Paying Agent may treat the Securities Depository as, and deem the Securities Depository to be, the absolute
owner of such series or subseries of Bonds for all purposes whatsoever, including without limitation: 
 (a) the
payment of principal and premium, if any, and interest on such series or subseries of the Bonds; 
 (b) giving
notices of redemption and other matters with respect to such series or subseries of the Bonds; and 
 (c)
registering transfers with respect to such series or subseries of the Bonds. 
 Payment by the Trustee of principal or
redemption price, if any, of and premium, if any, and interest on such Bonds to or upon the order of the Securities Depository or its nominee during any period when it is the registered owner of such Bonds shall be valid and effective to satisfy and
discharge fully the Authority’s obligation with respect to the amounts so paid. 
 3. (a) The Authority may discontinue the
use of a Securities Depository for the Bonds at the time of a Change in the Interest Rate Mode. 
 (b) Registered
ownership of the Bonds may be transferred on the registration books of the Authority maintained by the Registrar and Paying Agent and the Bonds may be delivered in physical form to the following: (i) any successor Securities Depository or its
nominee; or (ii) any person, upon (A) the resignation of the Securities Depository or (B) the termination by the Authority of the use of the Securities Depository from its functions as depository as set forth in this section, or
(C) upon any Change in the Interest Rate Mode to any Adjustable Rate other than an Auction Rate. 
 (c) Upon
any Change in the Interest Rate Mode to an Auction Rate, the Registrar and Paying Agent shall register the Auction Rate Bonds in the name of the Securities Depository or its nominee and on the effective date of such change provide the Company with a
list of the Existing Holders of the Auction Rate Bonds. 

  
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 4. If at any time the Securities Depository notifies the Authority and the Company that it
is unwilling or unable to continue as Securities Depository with respect to the Bonds or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or
regulation and a successor Securities Depository is not appointed by the Authority with the consent of the Company, the Trustee, the Auction Agent, if any, and the applicable Remarketing Agent, within ninety (90) days after the Authority and
the Company receive notice or become aware of such condition, as the case may be, this Section shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the Bonds of
such series or subseries as provided below. In addition, the Authority may determine at any time, at the request of the applicable Remarketing Agent, that the Bonds shall no longer be represented by global bonds and that the provisions of
subsections (1) and (2) above shall no longer apply to such series or subseries of Bonds. In any such event the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the Bonds of such series or
subseries as provided below. Certificates for the Bonds of any series or subseries issued in exchange for a global bond pursuant to this subsection shall be registered in such names in authorized denominations as the Securities Depository,
pursuant to instructions from the Agent Members or otherwise, shall instruct the Authority and the Trustee. The Trustee shall deliver such certificates representing the Bonds of such series or subseries to the persons in whose names such Bonds are
so registered on the Business Day immediately preceding the first day of an Auction Period (with respect to Auction Rate Bonds during any Auction Rate Period), or the effective date of a Change in the Interest Rate Mode (with respect to any other
Change in the Interest Rate Mode), as the case may be. 
 5. The Authority and the Trustee are hereby authorized to enter into
any arrangements determined necessary or desirable with any Securities Depository in order to effectuate this Section and both of them shall act in accordance with this Indenture and any such agreement. Without limiting the generality of the
foregoing, any such arrangements may alter the manner of effecting delivery of Bonds and the transfer of funds for the payment of Bonds to the Securities Depository. 
 Section 2.04. Limitations on Transfer. So long as the ownership of any Auction Rate Bonds is maintained in book-entry form by the Securities Depository, a beneficial owner or an Existing Holder may
sell, transfer or otherwise dispose of Auction Rate Bonds only pursuant to a Bid or Sell Order placed in an Auction or to a Broker-Dealer, provided, however, that (a) sale, transfer or other disposition of Auction Rate Bonds from a customer of
a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such Auction Rate Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes
of this Section 2.04 if such Broker-Dealer remains the Existing Holder of the Auction Rate Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition and (b) in the case of all transfers other than
pursuant to Auctions such Broker-Dealer to whom such transfer is made shall advise the Auction Agent of such transfer. 

Section 2.05. Application of Bond Proceeds. The proceeds of sale of the Bonds shall be deposited with the Trustee for deposit in
the Project Fund to be paid out in accordance with Section 8.01. 

  
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 Section 2.06. Delivery of the Bonds. The Bonds shall be executed by the Authority
substantially in the form prescribed by Section 16.01 and in the manner herein set forth and shall be deposited with the Trustee for authentication, but before the Bonds shall initially be delivered by the Trustee, there shall be filed with the
Trustee the following: 
 (a) an order executed by an Authorized Officer directing the authentication and delivery of the Bonds
to or upon the order of the Securities Depository or its nominee, upon payment to the Trustee of the purchase price therein set forth; 
 (b) a fully executed counterpart of this Indenture; 
 (c) a fully executed
counterpart of the Participation Agreement; 
 (d) a fully executed counterpart of the Bond Purchase Trust Agreement;

 (e) the fully executed Note; 
 (f) a fully executed counterpart of the Tax Regulatory Agreement; 
 (g) an opinion
of counsel to the Company, addressed to the Underwriters (as defined in the Bond Purchase Agreement), with reliance letter addressed to the Authority, the Trustee, substantially to the effect, and dated as, required by
Section 8(d)(15)(ii) of the Bond Purchase Agreement; and 
 (h) an opinion of Bond Counsel to the Authority and the
Trustee (i) as to the validity of the Bonds and (ii) that all conditions precedent to the issuance of the Bonds have been met. 
 When the documents mentioned in clauses (a) to (i), inclusive, of this Section shall have been filed with the Trustee, and when the Bonds shall have been executed and authenticated as required
by this Indenture, the Trustee shall deliver the Bonds to the Securities Depository, but only upon payment to the Trustee of the purchase price of the Bonds specified in said order. 

  
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 ARTICLE III 
 INTEREST ON BONDS 
 Section 3.01. Interest on Bonds – General.
1. Interest accruing on Bonds bearing interest at a Commercial Paper Rate, a Daily Rate, a Weekly Rate, a Monthly Rate or a Semi-annual Rate, shall be computed on the basis of a 365- or 366-day year, as applicable, for the number of days actually
elapsed. Interest accruing on Bonds bearing interest at a Term Rate or a Fixed Rate shall be computed on the basis of a 360-day year, consisting of twelve (12) thirty (30) day months. Interest accruing on Bonds bearing interest at an
Auction Rate during an Auction Period of 180 days or less shall be computed on the basis of a 360-day year for the number of days actually elapsed. Interest accruing on Bonds bearing interest at an Auction Rate during an Auction Period of over 180
days shall be computed on the basis of a 360-day year, consisting of twelve (12) thirty (30) day months. Bonds shall bear interest from the date of issuance thereof payable in arrears on each Interest Payment Date. The Bonds issued upon
registration of transfers or exchanges of Bonds shall bear interest from the Interest Payment Date next preceding their date of authentication, unless the date of authentication is an Interest Payment Date in which case such Bonds shall bear
interest from such date, or unless the date of authentication is after the Record Date next preceding the next succeeding Interest Payment Date, in which case such Bonds shall bear interest from such next succeeding Interest Payment Date.

 2. The Bonds shall initially bear interest at a Term Rate, for a Calculation Period in excess of 13 months, during a Term
Rate Period. The Bonds shall bear interest at 1.45% per annum for the period from and including the Closing Date to and including October 31, 2012. From and after any Change in the Interest Rate Mode pursuant to Section 4.01 or 4.02,
the Bonds with respect to which such change is effective shall bear interest determined in accordance with the provisions of this Indenture pertaining to the new Adjustable Rate or the Fixed Rate, as the case may be. Bonds shall bear interest for
each Calculation Period, Auction Period or Fixed Rate Period, as the case may be, at the rate of interest per annum for such Calculation Period, Auction Period or Fixed Rate Period established in accordance with this Indenture. Interest shall be
payable on each Interest Payment Date by check mailed to the registered owner at his or her address as it appears on the registration books kept by the Registrar and Paying Agent pursuant to the Indenture at the close of business on the applicable
Record Date; provided, that (i) while the Securities Depository is the registered owner of the Bonds, all payments of principal of, premium, if any, and interest on the Bonds shall be paid to the Securities Depository or its nominee by wire
transfer, (ii) prior to and including a Fixed Rate Conversion Date, interest on the Bonds shall be payable to any registered owner of at least one million dollars ($1,000,000) in aggregate principal amount of Bonds by wire transfer, upon
written notice received by the Registrar and Paying Agent at least five (5) days prior to the applicable Record Date, from such registered owner containing the wire transfer address (which shall be in the continental United States) to which
such registered owner wishes to have such wire directed and (iii) during a Commercial Paper Rate Period, interest shall be payable on the Bonds only upon presentation and surrender thereof to the Registrar and Paying Agent upon purchase thereof
pursuant to Section 5.03 and if such presentation and surrender is made by 2:00 p.m. (New York City time) such payment shall be by wire transfer. If and to the extent that there shall be a default in the payment of the interest due on any
Interest Payment Date, such interest 

  
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shall cease to be payable to the person in whose name each Bond of such series was registered on such applicable Record Date and shall be payable, when and if paid to the person in whose name
each Bond of such series is registered at the close of business on the record date fixed therefor by the Trustee, which shall be the fifth Business Day next preceding the date of the proposed payment. Except as provided above, payment of the
principal of and premium, if any, on all Bonds shall be made upon the presentation and surrender of such Bonds at the principal office of the Registrar and Paying Agent as the same shall become due and payable. The principal of and premium, if any,
and interest on the Bonds shall be payable in lawful money of the United States of America. 
 3. Not less than one Business Day
prior to each Computation Date and two (2) Business Days prior to a Fixed Rate Conversion Date, the Indexing Agent shall establish and provide to the applicable Remarketing Agent the related Rate Index as set forth in the definition of such
Rate Index in Section 1.01; provided that, for each Calculation Period during a Daily Rate Period, the Indexing Agent shall establish and provide the related Rate Index to the applicable Remarketing Agent on each Determination Date; and
provided further that, for each Calculation Period during a Monthly Rate Period, the Indexing Agent shall establish and provide the related Rate Index to the applicable Remarketing Agent not later than each Computation Date. Notwithstanding the
foregoing, in the event that the applicable Remarketing Agent, in its sole judgment, shall determine on a Determination Date that any Daily Rate Index, Weekly Rate Index or any Commercial Paper Rate Index so established is sufficiently
non-representative of current market conditions that the Bonds may not be remarketed at par if such rate is set at a rate not greater than 110% of the applicable Rate Index, the applicable Remarketing Agent may establish a new Rate Index on a
Determination Date in accordance with the procedures and standards described in the definition of such Rate Index and for purposes of such Rate Index so established, all references to Indexing Agent in this Indenture shall be deemed to refer to the
applicable Remarketing Agent. On any date when any Weekly Rate Index or any Commercial Paper Rate Index is established by a Remarketing Agent pursuant to this paragraph, such Rate Index shall have the respective meaning set forth in
Section 1.01 (except as otherwise provided in the preceding sentence); provided that for any Commercial Paper Rate Index, the applicable Remarketing Agent shall select securities (whether or not actually issued) having a term approximately
equal to the applicable Commercial Paper Rate Period or which are subject to optional or mandatory tender by the owner thereof at the end of a term approximately equal to (or as close thereto as is practicably available) the applicable Commercial
Paper Rate Period. The foregoing to the contrary notwithstanding, no Rate Index shall be established for the Calculation Period commencing on the Closing Date. 
 4. By 12:00 noon (New York City time) on each Determination Date or by 3:00 p.m. (New York City time) on each Auction Date, as the case may be, the applicable Remarketing Agent or the Auction Agent, as
the case may be, shall make available to the Authority, the Trustee, the Registrar and Paying Agent, any issuer of a Support Facility, the Company, any Broker-Dealer or any registered owner of a Bond the interest rate or rates determined on such
Determination Date or Auction Date. 
 5. If for any reason on any Determination Date other than the Determination Date for the
Calculation Period which shall commence upon the Closing Date (A) any rate of interest for a Calculation Period is not determined by the applicable Remarketing Agent, (B) no 

  
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Remarketing Agent is serving as such hereunder or (C) the rate so determined is held to be invalid or unenforceable by a final judgment of a court of competent jurisdiction, (i) during
any Daily Rate Period, the interest rate for the next succeeding Calculation Period shall be the last interest rate in effect, or, if a Daily Rate is not determined by the applicable Remarketing Agent hereunder for five or more consecutive Business
Days on the next and each succeeding Determination Date, the Daily Rate shall be a rate per annum equal to 80% of the latest 30-day dealer taxable commercial paper rate published by the Federal Reserve Bank of New York on or immediately before such
Determination Date, (ii) during any Weekly Rate Period, the interest rate for the next succeeding Calculation Period shall be the last interest rate in effect, or, if a Weekly Rate is not determined by the applicable Remarketing Agent for two
or more consecutive Calculation Periods, the Weekly Rate shall be equal to 85% of the latest 30-day dealer taxable commercial paper rate published by the Federal Reserve Bank of New York on or before the day next preceding such Determination Date,
(iii) during any Monthly Rate, Semi-annual Rate or Term Rate Period, the interest rate per annum for the next succeeding Calculation Period shall be equal to 85% of the rate listed in the table most recently circulated by the United States
Treasury Department known as “Table [applicable dates shown on the most recent Table], Maximum Interest Rate Payable on United States Treasury Certificates of Indebtedness, Notes and Bonds-State and Local Government Series Subscribed for During
Period [applicable dates shown on the most recent Table]” or any substantially equivalent table circulated by the United States Treasury Department for the maturity most closely approximating the Calculation Period, and (iv) during any
Commercial Paper Rate Period, the next succeeding Calculation Period shall be a Calculation Period which shall consist of the period from and including the prior Interest Payment Date to but excluding the first Business Day of the following calendar
month and the Commercial Paper Rate shall be equal to 85% of the interest rate applicable to 90-day United States Treasury Bills determined on the basis of the average per annum discount rate at which such 90-day Treasury Bills shall have been sold
at the most recent Treasury auction within the thirty (30) days next preceding such Calculation Period, or if there shall have been no such auction within the thirty (30) days next preceding such Calculation Period, the Commercial Paper
Rate shall be equal to the rate of interest borne by such Bond during the next preceding Calculation Period for such Bond. The rate of interest or Calculation Period and related Commercial Paper Rate shall be established pursuant to this
subsection 5 until the applicable Remarketing Agent again determines the rates of interest or Calculation Periods and related Commercial Paper Rates in accordance with this Indenture. The Trustee shall, upon the direction of the Company, select
any person otherwise meeting the qualifications of Section 11.14 to obtain, calculate and prepare any of the information required by this subsection 5. 
 6. The determination of any rate of interest for a subseries of Bonds by a Remarketing Agent in accordance with this Indenture or by the Auction Agent in accordance with the Auction Procedures applicable
to Auction Rate Bonds, or the establishment of Calculation Periods or Auction Periods by a Remarketing Agent as provided in this Indenture shall be conclusive and binding upon the Authority, the Company, the Trustee, the Registrar and Paying Agent,
such Remarketing Agent, the Auction Agent, any issuer of a Support Facility, the Broker-Dealers for such subseries of Bonds and the registered or beneficial owners of such subseries of Bonds. Failure of such Remarketing Agent, the Trustee, the
Registrar and Paying Agent, the Auction Agent or the Securities Depository or any Securities Depository participant to give any of the notices described in this Indenture, or any defect therein, shall not affect the interest rate to be borne by any
of the Bonds nor the applicable Calculation Period or Auction 

  
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Period nor in any way change the rights of the registered owners of the Bonds to tender their Bonds for purchase or to have them redeemed in accordance with this Indenture. 

7. No transfer or exchange of Bonds shall be required to be made by the Registrar and Paying Agent after a Record Date until the next
succeeding Interest Payment Date. 
 8. Except as otherwise provided in this subsection 8, the Trustee shall calculate and
notify the Registrar and Paying Agent of the amount of interest due and payable on each Interest Payment Date or date on which a Bond is subject to purchase by 10:00 a.m. (New York City time) on the Business Day next preceding such Interest Payment
Date or date set for purchase, as the case may be, unless such date is a date on which the interest rate is determined, in which case the amount of interest due and payable shall be calculated by 12:15 p.m. (New York City time) on such date. In
preparing such calculation the Trustee may conclusively rely on calculations or other services provided by the Auction Agent, the applicable Remarketing Agent, the Company or any person or persons selected by the Trustee in its discretion. During a
Commercial Paper Rate Period, the applicable Remarketing Agent shall notify the Trustee, the Registrar and Paying Agent and the Company of the amount of interest due and payable on each Interest Payment Date by 10:00 a.m. (New York City time) on the
Business Day next preceding such Interest Payment Date. 
 9. Anything herein to the contrary notwithstanding, in no event shall
the interest rate borne by any Bond exceed the Maximum Allowed Rate. 
 10. Notwithstanding anything in this Indenture to the
contrary, if Bonds have been in a Term Rate Period and there has been a failure to pay the Purchase Price of such Bonds on the Business Day immediately following a Calculation Period, such Bonds shall continue, to the extent permitted by applicable
law, to bear interest at the then-existing Term Rate until such Purchase Price has been paid. 
 Section 3.02. Commercial
Paper Rate. 1. During any Commercial Paper Rate Period, at or prior to 12:00 noon (New York City time) on each Determination Date, each Remarketing Agent shall establish Calculation Periods and related Commercial Paper Rates. In determining
Calculation Periods, each Remarketing Agent shall take the following factors into account: (i) existing short-term taxable and tax-exempt market rates and indices of such short-term rates, (ii) the existing market supply and demand for
short-term tax-exempt securities, (iii) existing yield curves for short-term and long-term tax-exempt securities or obligations having a credit rating that is comparable to the Bonds, (iv) general economic conditions, (v) economic and
financial factors present in the securities industry that may affect or that may be relevant to the Bonds and (vi) any information available to such Remarketing Agent pertaining to the Company regarding any events or anticipated events which
could have a direct impact on the marketability of or interest rates on the Bonds. Each Remarketing Agent shall select the Calculation Periods and the applicable Commercial Paper Rates that, together with all other Calculation Periods and related
Commercial Paper Rates, in the sole judgment of the applicable Remarketing Agent, will result in the lowest overall borrowing cost on the Bonds or are otherwise in the best financial interests of the Company, as determined in consultation with the
Company. Any Calculation Period established hereunder may not extend beyond the second 

  
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Business Day next preceding the expiration date of the Support Facility or the day prior to the Stated Maturity. 
 2. The Authority, at the request of the Company, may place such limitations upon the establishment of Calculation Periods pursuant to subsection 1 hereof as may be set forth in a written direction
from the Authority, which direction must be received by the Trustee and the applicable Remarketing Agent prior to 10:00 a.m. (New York City time) on the day prior to any Determination Date to be effective on such date, but only if the Trustee
receives an Opinion of Bond Counsel to the effect that such action is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the Bonds from gross income for Federal income tax
purposes. 
 Section 3.03. Auction Rate Period - Auction Rate: Auction Period – General. 1. During any Auction Rate
Period, the Auction Rate Bonds shall bear interest at the Auction Rate determined as set forth in this Section 3.03 and Sections 3.04 through 3.10. The initial Auction Period for each subseries of the Bonds immediately after any Change in
the Interest Rate Mode to an Auction Rate, shall be a period from and including the effective date of such Change in the Interest Rate Mode to and including the initial Auction Date which shall be determined by the Authority, with notice to the
Trustee, on or prior to the effective date of the Change in the Interest Rate Mode. The Auction Rate for any initial Auction Period immediately after any Change in the Interest Rate Mode to an Auction Rate, shall be the rate of interest per annum
determined by the applicable Remarketing Agent, with notice to the Trustee, the Authority, the Registrar and Paying Agent and the Company, on a date not later than the effective date of such Change in the Interest Rate Mode as the minimum rate of
interest which, in the opinion of such Remarketing Agent, would be necessary as of such date to market Auction Rate Bonds in a secondary market transaction at a price equal to the principal amount thereof; provided that such interest rate shall not
exceed the Maximum Allowed Rate. For any other Auction Period, the Auction Rate shall be the rate of interest per annum that results from implementation of the Auction Procedures. If on any Auction Date, the Auction Agent shall fail to determine, or
for any reason fail to timely provide, a rate of interest pursuant to the Auction Procedures, the Auction Rate for the next succeeding Auction Period shall be extended at the same rate and such Auction Period and each succeeding Auction Period shall
be a seven-day Auction Period until an Auction Period for which the Auction Agent shall determine and timely provide the rate of interest pursuant to the Auction Procedures; provided, that, after three such periods during which such failure occurs,
the Auction Rate shall become the Maximum Auction Rate until an Auction Period for which the Auction Agent shall determine and timely provide the rate of interest pursuant to the Auction Procedures. Determination of an Auction Rate pursuant to the
Auction Procedures shall be suspended upon a Change in the Interest Rate Mode or the occurrence of a Payment Default. The Auction Rate for any Auction Period or remaining portion thereof following the occurrence of a Payment Default shall be equal
to the Overdue Rate as determined on and as of the immediately preceding Auction Date. Upon the occurrence of a Payment Default that has not been waived or cured on or prior to any Auction Date, no Auction will be held, all Submitted Bids and
Submitted Sell Orders shall be rejected, the existence of Sufficient Clearing Bids shall be of no effect and the Auction Rate for the next succeeding Auction Period shall equal the Overdue Rate on and as of such Auction Date. In the event of the
suspension of the Auction Procedures due to a Payment Default, the Auction Procedures shall resume two (2) Business Days after the date on which the Auction Agent receives notice from 

  
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the Trustee that the Payment Default has been cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter. The Overdue Rate shall be determined by the
Trustee on each succeeding Auction Date. 
 2. Auction Periods may be established pursuant to Section 3.04 at any time
unless a Payment Default has occurred and has not been cured or waived. Each Auction Period shall be a Standard Auction Period unless a different Auction Period is established pursuant to Section 3.04 and each Auction Period which immediately
succeeds a non-Standard Auction Period shall be a Standard Auction Period unless a different Auction Period is established pursuant to Section 3.04. 
 Section 3.04. Auction Rate Period - Auction Rate Bonds: Change of Auction Period by Authority. 1. During an Auction Rate Period the Authority, at the request of the Company, may change the length
of a single Auction Period or the Standard Auction Period by means of a written notice delivered at least ten (10) days prior to the Auction Date for such Auction Period to the Trustee, the applicable Market Agent, the Auction Agent and the
Company in substantially the form furnished to the Trustee and the Auction Agent at the time of a Change in the Interest Rate Mode to an Auction Rate. Any Auction Period or Standard Auction Period established by the Authority pursuant to this
Section 3.04 may not exceed 365 days in duration. If such Auction Period will be of less than twenty-eight (28) days, such notice shall be effective only if it is accompanied by a written statement of the Registrar and Paying Agent, the
Trustee, the applicable Market Agent and the Auction Agent to the effect that they are capable of performing their duties hereunder and under the related Market Agreement and the Auction Agency Agreement with respect to such Auction Period. If such
notice specifies a change in the length of the Standard Auction Period, such notice shall be effective only if it is accompanied by the written consent of such Market Agent to such change. The length of an Auction Period or the Standard Auction
Period may not be changed pursuant to this Section 3.04 unless Sufficient Clearing Bids existed at both the Auction immediately preceding the date the notice of such change was given and the Auction immediately preceding such changed Auction
Period or Standard Auction Period or if a Payment Default has occurred and has not been cured. 
 2. The change in length of an
Auction Period or the Standard Auction Period by the Authority at the request of the Company shall take effect only if (A) the Trustee, any Credit Facility Issuer and the Auction Agent receive, by 11:00 a.m. (New York City time) on the Business
Day immediately preceding the Auction Date for such Auction Period, a certificate from the Authority, on behalf of the Company, by telecopy or similar means in substantially the form furnished to the Trustee and the Auction Agent at the time of a
Change in the Interest Rate Mode to an Auction Rate authorizing establishment of and specifying the length of the new Auction Period or the Standard Auction Period, which shall be specified in such certificate, and confirming that Bond Counsel
expects to be able to give an Opinion of Bond Counsel on the first day of the Auction Period for which such change is being requested, (B) the Trustee shall not have delivered to the Auction Agent by 12:00 noon (New York City time) on the
Auction Date for such Auction Period notice that a Payment Default has occurred, (C) Sufficient Clearing Bids exist at the Auction on the Auction Date for such Auction Period, and (D) the Trustee, any Credit Facility Issuer and the Auction
Agent receive by 9:30 a.m. (New York City time) on the first day of such Auction Period, an Opinion of Bond Counsel to the effect that the change in the Auction Period or the Standard Auction Period is authorized by this Indenture, is permitted
under the Act 

  
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and will not have an adverse effect on the exclusion of interest on such Bonds from gross income for Federal income tax purposes. If the condition referred to in (A) above is not met, the
Auction Rate for the next succeeding Auction Period shall be determined pursuant to the Auction Procedures and the next succeeding Auction Period shall be a Standard Auction Period. If any of the conditions referred to in (B), (C) or
(D) above is not met, the Auction Rate for the next succeeding Auction Period shall equal the Maximum Auction Rate as determined as of such Auction Date and the next succeeding Auction Period shall be a seven day Auction Period. 

3. On the Auction Date immediately preceding the effective date of any change in the length of an Auction Period or the Standard Auction
Period, any Auction Rate Bonds which are not the subject of a specific Order shall be deemed to be subject to a Sell Order. 

4. In the event of a Change in the Interest Rate Mode to an Auction Rate, the Authority, at the request of the Company, shall determine
the length of the initial Auction Period and may change the length of a single or the Standard Auction Period by means of a written notice delivered on or prior to the effective date of such Change in the Interest Rate Mode to an Auction Rate to the
Trustee, the applicable Market Agent, the Auction Agent and the Credit Facility Issuer. Notwithstanding anything to the contrary in paragraphs 1 and 2 of this Section 3.04, the determination of the initial Auction Period shall take effect on
the effective date of such Change in the Interest Rate Mode to an Auction Rate. Notwithstanding anything to the contrary in paragraphs 1 and 2 of this Section 3.04, the change in the length of a single Auction Period or the Standard Auction
Period shall take effect only if the Trustee, the Credit Facility Issuer and the Auction Agent receive on the effective date of such Change in the Interest Rate Mode to an Auction Rate, an Opinion of Bond Counsel to the effect that the change in the
Auction Period or the Standard Auction Period is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on such Bonds from gross income for Federal income tax purposes. 

Section 3.05. Auction Rate Period - Auction Rate Bonds: Change of Auction Date by Market Agent. During an Auction Rate Period the
Market Agent for a subseries of Bonds, with the written consent of the Company, may change, in order to conform with then-current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or
be relevant to the day of the week constituting an Auction Date, the Auction Date for all future Auction Periods relating to the applicable subseries of Bonds to a different day, so long as the first such Auction Date will be a Business Day in the
calendar week in which the next succeeding Auction Date is then scheduled to occur. If a change in an Auction Date is undertaken in conjunction with a change in an Auction Period and the conditions for the establishment of such change in Auction
Period are not met, the Auction Date may be, and the next succeeding Auction Period may be adjusted to end on, a Business Day in the calendar week in which such Auction Date was scheduled to occur and such Auction Period was scheduled to end to
accommodate the change in the Auction Date. Such Market Agent shall communicate its determination to change an Auction Date by means of a written notice delivered at least ten (10) days prior to the Auction Date immediately preceding such
Auction Date, or with respect to a Change in the Interest Rate Mode to an Auction Rate on or prior to the effective date of such Change in the Interest Rate Mode, to the Authority, the Trustee, the Auction Agent and the Company which shall state
(i) the determination of such Market Agent to change the Auction Date, (ii) the new Auction Date and (iii) the date on which 

  
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such Auction Date shall be changed. If as a result of any proposed change in the Auction Date any Auction Period would be less than twenty-eight (28) days in duration, such notice shall be
effective only if it is accompanied by a written statement of the Auction Agent, the Registrar and Paying Agent and the Trustee to the effect that they are capable of performing their duties hereunder and under the Auction Agency Agreement with
respect to any such Auction Period. 
 Section 3.06. Auction Rate Period - Auction Rate Bonds: Orders by Existing Holders and
Potential Holders. (a) Prior to the Submission Deadline on each Auction Date during the Auction Rate Period, the following orders may be submitted: 
 (i) each Existing Holder may submit to the Broker-Dealer by telephone or otherwise information as to: 
 (A) the principal amount of Auction Rate Bonds, if any, held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding
Auction Period; 
 (B) the principal amount of Auction Rate Bonds, if any, held by such Existing Holder which
such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder and/or 

(C) the principal amount of Auction Rate Bonds, if any, held by such Existing Holder which such Existing Holder offers to
sell without regard to the Auction Rate for the next succeeding Auction Period; 
 (ii) one or more
Broker-Dealers may contact Potential Holders by telephone or otherwise to determine the principal amount of Auction Rate Bonds which each such Potential Holder offers to purchase if the Auction Rate for the next succeeding Auction Period shall not
be less than the interest rate per annum specified by such Potential Holder. 
 For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (i)(A), (i)(B) or (i)(C) or clause (ii) above is hereinafter referred to as an “Order” and collectively as “Orders” and each Existing Holder and each Potential Holder placing an Order is
hereinafter referred to as a “Bidder”, and collectively as “Bidders”; an Order containing the information referred to in clause (i)(A) above is hereinafter referred to as a “Hold Order” and collectively as “Hold
Orders”; an Order containing the information referred to in clause (i)(B) or clause (ii) above is hereinafter referred to as a “Bid” and collectively as “Bids”; and an Order containing the information referred to in
clause (i)(C) above is hereinafter referred to as a “Sell Order” and collectively as “Sell Orders”. The submission by a Broker-Dealer of an Order to the Auction Agent shall likewise be referred to herein as an “Order”
and collectively as “Orders”. 
 Orders may be submitted in principal amounts of $25,000 or any integral multiple
thereof. 
 (b) (i) Subject to the provisions of Section 3.07, a Bid by an Existing Holder shall constitute
an irrevocable offer to sell: 

  
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 (A) the principal amount of Auction Rate Bonds specified in such Bid if the
Auction Rate determined on such Auction Date shall be less than the interest rate per annum specified therein; or 
 (B) such principal amount or a lesser principal amount of Auction Rate Bonds to be determined as set forth in subsection (a)(iv) of Section 3.09 if the Auction Rate determined on such Auction
Date shall be equal to the interest rate per annum specified therein; or 
 (C) such principal amount or a lesser
principal amount of Auction Rate Bonds to be determined as set forth in subsection (b)(iii) of Section 3.09 if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist. 

(ii) Subject to the provisions of Section 3.07, a Sell Order by an Existing Holder shall constitute an irrevocable
offer to sell: 
 (A) the principal amount of Auction Rate Bonds specified in such Sell Order; or 

(B) such principal amount or a lesser principal amount of Auction Rate Bonds as set forth in
subsection (b)(iii) of Section 3.09 if Sufficient Clearing Bids do not exist. 
 (iii) Subject to
the provisions of Section 3.07, a Bid by a Potential Holder shall constitute an irrevocable offer to purchase: 
 (A) the principal amount of Auction Rate Bonds specified in such Bid if the Auction Rate determined on such Auction Date shall be higher than the rate specified therein; or 

(B) such principal amount or a lesser principal amount of Auction Rate Bonds as set forth in subsection (a)(v) of
Section 3.09 if the Auction Rate determined on such Auction Date shall be equal to such specified rate. 
 Section 3.07.
Auction Rate Period - Auction Rate Bonds: Submission of Orders by Broker-Dealers to Auction Agent. (a) During an Auction Rate Period each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each
Auction Date, all Orders obtained by such Broker-Dealer, and shall specify with respect to each such Order: 
 (i) the name of
the Bidder placing such Order; 
 (ii) the aggregate principal amount of Auction Rate Bonds that are subject to such Order;

 (iii) to the extent that such Bidder is an Existing Holder: 

  
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 (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold
Order placed by such Existing Holder; 
 (B) the principal amount of Auction Rate Bonds, if any, subject to any
Bid placed by such Existing Holder and the rate specified in such Bid; and 
 (C) the principal amount of Auction
Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and 
 (iv) to the extent such
Bidder is a Potential Holder, the principal amount of Auction Rate Bonds subject to any Bid placed by such Potential Holder and the rate specified in such Bid. 
 (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%.

 (c) If an Order or Orders covering all Auction Rate Bonds held by an Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate Bonds held by such Existing Holder and not subject to
Orders submitted to the Auction Agent; provided, however, that if there is a change in the length of the Auction Period or Standard Auction Period in accordance with Section 3.04 hereof or an amendment or supplement to the Indenture or the
Participation Agreement in accordance with Section 14.02 or 14.07 hereof, as the case may be, and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Auction Rate Bonds
that are subject to such change in the length of the Auction Period or Standard Auction Period or amendment or supplement, as the case may be, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Holder
covering the principal amount of Auction Rate Bonds subject to such change or amendment or supplement and not subject to Orders submitted to the Auction Agent. 
 (d) Neither the Authority, the Company, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder
or Potential Holder. 
 (e) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or
more Orders covering in the aggregate more than the principal amount of Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: 

(i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds
held by such Existing Holder, and, if the aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of
Auction Rate Bonds subject to each such Hold Order shall 

  
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be reduced pro rata to cover the aggregate principal amount of Auction Rate Bonds held by such Existing Holder; 

(ii) (A) any Bid shall be considered valid up to and including the excess of the principal amount of Auction Rate Bonds
held by such Existing Holder over the aggregate principal amount of Auction Rate Bonds subject to any Hold Orders referred to in paragraph (i) above; 
 (B) subject to clause (A) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of Auction Rate Bonds subject to such Bids
is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and, the principal amount of Auction Rate Bonds subject to each Bid with the same rate shall be reduced pro rata to cover the principal
amount of Auction Rate Bonds equal to such excess; 
 (C) subject to clauses (A) and (B) above, if more
than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such
rate up to and including the amount of such excess; and 
 (D) in any such event, the aggregate principal amount
of Auction Rate Bonds, if any, subject to any portion of Bids not valid under this paragraph (ii) shall be treated as the subject of a Bid by a Potential Holder at the rate therein specified; and 

(iii) all Sell Orders shall be considered valid up to and including the excess of the principal amount of Auction Rate
Bonds held by such Existing Holder over the aggregate principal amount of Auction Rate Bonds subject to valid Hold Orders referred to in paragraph (i) of this subsection (e) and valid Bids referred to in paragraph (ii) of this
subsection (e). 
 (f) If more than one Bid for Auction Rate Bonds is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid for Auction Rate Bonds with the rate and principal amount therein specified. 
 (g) Any Bid or Sell Order submitted by an Existing Holder covering an aggregate principal amount of Auction Rate Bonds not equal to $25,000 or an integral multiple thereof shall be rejected and shall be
deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate principal amount of Auction Rate Bonds not equal to $25,000 or an integral multiple thereof shall be rejected. 

Section 3.08. Auction Rate Period - Auction Rate Bonds: Determination of Sufficient Clearing Bids, Winning Bid Rate and Auction
Rate. (a) During an Auction Rate Period not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted
or deemed submitted by a Broker-Dealer being hereinafter referred to as a 

  
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“Submitted Hold Order,” a “Submitted Bid” or a “Submitted Sell Order,” as the case may be, or as a “Submitted Order”) and shall determine: 

(i) the excess of the total principal amount of Auction Rate Bonds over the aggregate principal amount of Auction Rate
Bonds subject to Submitted Hold Orders (such excess being hereinafter referred to as the “Available Auction Rate Bonds”); and 
 (ii) from the Submitted Orders whether the aggregate principal amount of Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum
Auction Rate exceeds or is equal to the sum of: 
 (A) the aggregate principal amount of Auction Rate Bonds
subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and 
 (B) the aggregate principal amount of Auction Rate Bonds subject to Submitted Sell Orders 
 (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Auction Rate
Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as “Sufficient Clearing Bids”); and 

(iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the “Winning Bid
Rate”) which if: 
 (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate
and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus requiring such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject of such Submitted Bids; and

 (B) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other
Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate principal amount of Auction Rate Bonds which, when added to the
aggregate principal amount of Auction Rate Bonds to be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bonds. 

(b) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this
Section 3.08, the Auction Agent, by telecopy confirmed in writing, shall advise the Company, the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the
Auction Rate for the next succeeding Auction Period as follows: 

  
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 (i) if Sufficient Clearing Bids exist, the Auction Rate for the next
succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; 
 (ii) if Sufficient
Clearing Bids do not exist (other than because all of the Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and 

(iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding
Auction Period therefor shall be equal to the All Hold Rate. 
 Section 3.09. Auction Rate Period - Auction Rate Bonds:
Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Auction Rate Bonds. During an Auction Rate Period Existing Holders shall continue to hold the principal amounts of Auction Rate Bonds that are subject to
Submitted Hold Orders, and, based on the determinations made pursuant to subsection (a) of this Section 3.09, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected, and the Auction Agent shall take such other actions
as are set forth below: 
 (a) If Sufficient Clearing Bids exist, all Submitted Sell Orders shall be accepted
and, subject to the provisions of paragraphs (e) and (f) of this Section 3.09, Submitted Bids shall be accepted or rejected as follows in the following order of priority: 

(i) Existing Holders’ Submitted Bids specifying any rate that is higher than the Winning Bid Rate shall be accepted,
thus requiring each such Existing Holder to sell the aggregate principal amount of Auction Rate Bonds subject to such Submitted Bids; 
 (ii) Existing Holders’ Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus requiring each such Existing Holder to continue to hold the aggregate
principal amount of Auction Rate Bonds subject to such Submitted Bids; 
 (iii) Potential Holders’ Submitted
Bids specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus requiring each such Potential Holder to purchase the aggregate principal amount of Auction Rate Bonds subject to such Submitted Bids; 

(iv) each Existing Holder’s Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be rejected,
thus requiring such Existing Holder to continue to hold the aggregate principal amount of Auction Rate Bonds subject to such Submitted Bid, unless the aggregate principal amount of Auction Rate Bonds subject to all such Submitted Bids shall be
greater than the principal amount of Auction Rate Bonds (the “remaining principal amount”) equal to the excess of Available Auction Rate Bonds over the aggregate principal amount of the Auction Rate Bonds subject to Submitted Bids
described in paragraphs (ii) and (iii) of this subsection (a), in which event such Submitted Bid of such Existing Holder shall be rejected in part, and such Existing Holder shall be entitled to continue to hold the principal amount of
Auction Rate Bonds subject to such 

  
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Submitted Bid, but only in an amount equal to the principal amount of Auction Rate Bonds obtained by multiplying the remaining principal amount by a fraction, the numerator of which shall be the
principal amount of Auction Rate Bonds held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the principal amounts of Auction Rate Bonds subject to such Submitted Bids made by all such Existing
Holders that specified a rate equal to the Winning Bid Rate; and 
 (v) each Potential Holder’s Submitted
Bid specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the principal amount of Auction Rate Bonds obtained by multiplying the excess of the Available Auction Rate Bonds over the aggregate
principal amount of Auction Rate Bonds subject to Submitted Bids described in paragraphs (ii), (iii) and (iv) of this subsection (a) by a fraction the numerator of which shall be the aggregate principal amount of Auction Rate Bonds
subject to such Submitted Bid of such Potential Holder and the denominator of which shall be the sum of the principal amount of Auction Rate Bonds subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the
Winning Bid Rate. 
 (b) If Sufficient Clearing Bids do not exist (other than because all of the Auction Rate
Bonds are subject to Submitted Hold Orders), subject to the provisions of subsection (e) of this Section 3.09, Submitted Orders shall be accepted or rejected as follows in the following order of priority: 

(i) Existing Holders’ Submitted Bids specifying any rate that is equal to or lower than the Maximum Auction Rate
shall be rejected, thus requiring each such Existing Holder to continue to hold the aggregate principal amount of Auction Rate Bonds subject to such Submitted Bids; 

(ii) Potential Holders’ Submitted Bids specifying any rate that is equal to or lower than the Maximum Auction Rate
shall be accepted, thus requiring each such Potential Holder to purchase the aggregate principal amount of Auction Rate Bonds subject to such Submitted Bids; and 

(iii) each Existing Holder’s Submitted Bid specifying any rate that is higher than the Maximum Auction Rate and the
Submitted Sell Order of each Existing Holder shall be accepted, thus requiring each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the Auction Rate Bonds subject to such Submitted Bid or Submitted Sell Order,
but in both cases only in an amount equal to the aggregate principal amount of Auction Rate Bonds obtained by multiplying the aggregate principal amount of Auction Rate Bonds subject to Submitted Bids described in paragraph (ii) of this
subsection (b) by a fraction, the numerator of which shall be the aggregate principal amount of Auction Rate Bonds held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the
aggregate principal amount of Auction Rate Bonds subject to all such Submitted Bids and Submitted Sell Orders. 

  
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 (c) If all Auction Rate Bonds are subject to Submitted Hold Orders, all
Submitted Bids shall be rejected. 
 (d) If (i) the Auction Agent shall fail to determine, or for any reason
fail to timely provide, an interest rate pursuant to the Auction Procedures or (ii) the conditions set forth in subsection 2 of Section 3.04 to effect a change in the Auction Period are not met, all Submitted Bids and Submitted Sell
Orders shall be rejected and the existence of Sufficient Clearing Bids shall be of no effect. 
 (e) If, as a
result of the procedures described in subsection (a) or (b) of this Section 3.09, any Existing Holder would be required to sell, or any Potential Holder would be required to purchase, a principal amount of Auction Rate Bonds that is
not equal to $25,000 or an integral multiple thereof, the Auction Agent shall, in such manner as, in its sole discretion, it shall determine, round up or down the principal amount of such Auction Rate Bonds to be purchased or sold by any Existing
Holder or Potential Holder so that the principal amount purchased or sold by each Existing Holder or Potential Holder shall be equal to $25,000 or an integral multiple thereof. 

(f) If, as a result of the procedures described in subsection (a) of this Section 3.09, any Potential Holder
would be entitled or required to purchase less than $25,000 in aggregate principal amount of Auction Rate Bonds, the Auction Agent shall, in such manner as, in its sole discretion, it shall determine, allocate Auction Rate Bonds for purchase among
Potential Holders so that only Auction Rate Bonds in principal amounts of $25,000 or an integral multiple thereof are purchased by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any
Auction Rate Bonds. 
 (g) Based on the results of each Auction, the Auction Agent shall determine the aggregate
principal amounts of Auction Rate Bonds to be purchased and the aggregate principal amounts of Auction Rate Bonds to be sold by Potential Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect
to each Broker-Dealer, to the extent that such aggregate principal amount of Auction Rate Bonds to be sold differs from such aggregate principal amount of Auction Rate Bonds to be purchased, determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers or Auction Rate Bonds such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers of Auction Rate Bonds such Broker-Dealer shall receive, as the case may be,
Auction Rate Bonds. 
 (h) None of the Authority, the Company or any Affiliate thereof may submit an Order in any
Auction except as set forth in the next sentence. Any Broker-Dealer that is an Affiliate of the Company may submit Orders in an Auction but only if such Orders are not for its own account, except that if such affiliated Broker-Dealer holds Auction
Rate Bonds for its own account, it must submit a Sell Order on the next Auction Date with respect to such Auction Rate Bonds. 

  
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 Section 3.10. Auction Rate Period - Auction Rate Bonds: Adjustment in Percentage. 1.
During an Auction Rate Period, the Market Agent for a subseries of Bonds may adjust the percentage used in determining the All Hold Rate and the Applicable Percentages used in determining the Maximum Auction Rate for such subseries of Bonds if any
such adjustment is necessary, in the judgment of such Market Agent, to reflect any Change of Preference Law such that the All Hold Rate and Maximum Auction Rate shall have substantially equal market values before and after such Change of Preference
Law. In making any such adjustment, such Market Agent shall take the following factors, as in existence both before and after such Change of Preference Law, into account: (i) short-term taxable and tax-exempt market rates and indices of such
short-term rates, (ii) the market supply and demand for short-term tax-exempt securities, (iii) yield curves for short-term and long-term tax-exempt securities or obligations having a credit rating that is comparable to the Bonds,
(iv) general economic conditions and (v) economic and financial factors present in the securities industry that may affect or that may be relevant to the Bonds. 
 2. A Market Agent shall communicate its determination to adjust the percentage used in determining the All Hold Rate and the Applicable Percentages used in determining the Maximum Auction Rate pursuant to
subsection 1 hereof by means of a written notice delivered at least ten days prior to the Auction Date on which such Market Agent desires to effect the change to the Authority, the Trustee, the Auction Agent and the Company. Such notice is
required to state the determination of such Market Agent to change such percentage and the date such adjustment is proposed to take effect (which date shall be an Auction Date). Such notice shall be effective only if it is accompanied by the form of
opinion that Bond Counsel expects to be able to give on such Auction Date to the effect that such adjustment is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the Auction
Rate Bonds from gross income for Federal income tax purposes. The Auction Agent is required to mail notice thereof to the Existing Holders within two Business Days of receipt thereof. 

3. An adjustment in the percentage used in determining the All Hold Rate and the Applicable Percentages used in determining the Maximum
Auction Rate shall take effect on an Auction Date only if (A) the Trustee, any Credit Facility Issuer and the Auction Agent receive, by 11:00 a.m. (New York City time) on the Business Day immediately preceding such Auction Date, a certificate
from the applicable Market Agent by telecopy or similar means, (i) authorizing the adjustment of the percentage used in determining the All Hold Rate and the Applicable Percentages used in determining the Maximum Auction Rate which shall be
specified in such authorization, and (ii) confirming that Bond Counsel expects to be able to give an opinion on such Auction Date to the effect that the adjustment in the percentage used in determining the All Hold Rate and the Applicable
Percentages used in determining the Maximum Auction Rate is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the Auction Rate Bonds from gross income for Federal income tax
purposes, and (B) the Trustee, any Credit Facility Issuer and the Auction Agent receive by 9:30 a.m. (New York City time) on such Auction Date, an Opinion of Bond Counsel to the effect that the adjustment in the percentage used in determining
the All Hold Rate and the Applicable Percentages used in determining the Maximum Auction Rate is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the Auction Rate Bonds from
gross income for Federal income tax purposes. If the 

  
 58 









 
condition referred to in (A) above is not met, the existing percentage used in determining the All Hold Rate and the Applicable Percentages used in determining the Maximum Auction Rate shall
remain in effect and the Auction Rate for the next succeeding Auction Period shall be determined pursuant to the Auction Procedures. If the condition referred to in (B) above is not met, the existing percentage used in determining the All Hold
Rate and the Applicable Percentages used in determining the Maximum Auction Rate shall remain in effect and the Auction Rate for the next succeeding Auction Period shall equal the Maximum Auction Rate as determined on such Auction Date and the
Auction Period shall be a seven-day Auction Period. 

  
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 ARTICLE IV 
 CHANGES IN THE INTEREST RATE MODE 
 Section 4.01. Optional Conversion to
an Adjustable Rate by Authority. 1. (A) At the times specified below, the Bonds of any subseries, in whole or in part, shall cease to bear interest at the Adjustable Rate then borne by the Bonds and shall bear interest at such Adjustable
Rate to be specified as hereinafter provided by the Authority, at the written request of the Company, in a written notice delivered at least thirty (30) days prior to the proposed effective date of the Change in the Interest Rate Mode to the
Trustee, the applicable Remarketing Agent, any Support Facility Issuer for such Bonds, the Registrar and Paying Agent and the Company (and to the Auction Agent, Market Agent and the Securities Depository if such Change in the Interest Rate Mode is
to or from an Auction Rate) in substantially the form attached hereto as, or containing substantially the information contained in Exhibit A hereto. The written notice of the Authority must further state that the Indenture provides that the
conversion is conditioned on the Bonds being rated no less than “A” by S&P, “A2” by Moody’s or “A” by Fitch as of the effective date of the Change in the Interest Rate Mode. A Change in the Interest Rate Mode
may only be effected on a day on which the affected Bonds may be redeemed at the option of the Authority. A Change in the Interest Rate Mode shall not occur during the Initial Term Rate Period. 

(B) [Intentionally Omitted] 
 (C) In the case of any Change in the Interest Rate Mode to a Term Rate, at least 15 days prior to the proposed effective date of the Change in Interest Rate Mode, the Authority, at the written request of
the Company, shall notify the Trustee of the length of the Calculation Period and, unless otherwise specified, such Calculation Period shall thereafter apply to the Bonds until a Change in the Interest Rate Mode effected pursuant to
Section 4.01 or Section 4.02. Notwithstanding the foregoing, after the Initial Term Rate Period, no Calculation Period shall be established during a Term Rate Period unless the Trustee shall receive by 2:00 p.m., New York City time, on the
first day of such Calculation Period, evidence satisfactory to it that the Bonds shall be rated at least “A” by S&P or “A2” by Moody’s or “A” by Fitch or an equivalent rating by any nationally recognized rating
agency on such date. Any change in the Calculation Period during a Term Rate Period shall be deemed an optional conversion pursuant to this Section 4.01 and may not be made unless all the requirements of a conversion pursuant to this
Section 4.01 are met. 
 2. The Trustee shall mail, or cause the Registrar and Paying Agent to mail, the notice received
pursuant to clause (A) of this Section 4.01.1 to the Holders at least 15 days prior to the proposed effective date of the Change in the Interest Rate Mode. 
 3. A Change in the Interest Rate Mode to an Adjustable Rate shall be effective pursuant to subsection 1 of this Section 4.01 only if 

(A) with respect to any Change in the Interest Rate Mode from an Auction Rate, the Trustee and the Auction Agent, if any, shall receive:


  
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 (i) a certificate of an Authorized Company Representative by no later than
the tenth day prior to the effective date of such Change in the Interest Rate Mode stating that a written agreement between the Company and the applicable Remarketing Agent to remarket the Bonds on such effective date at a price of 100% of the
principal amount thereof has been entered into, which agreement (i) may be subject to such reasonable terms and conditions imposed by such Remarketing Agent which in the judgment of that Remarketing Agent reflect the current market standards
regarding investment banking risk and (ii) must include a provision requiring payment by such Remarketing Agent in same-day funds for any Bond tendered or deemed tendered; and if a Liquidity Facility is required by Section 4.01.3(D), a
Liquidity Facility, meeting the requirements of this Indenture and the Participation Agreement, has or will be obtained by the Company with respect to the Bonds and by its terms, be in effect on or prior to the effective date of such Change in the
Interest Rate Mode; and 
 (ii) by 11:00 a.m. (New York City time) on the second Business Day prior to the
effective date of such Change in the Interest Rate Mode by telecopy or other similar means, a certificate in substantially the form attached hereto as, or containing substantially the information contained in, Exhibit B hereto, from the Authority on
behalf of the Company (y) authorizing the establishment of the new Adjustable Rate and (z) confirming that Bond Counsel has advised the Authority that it expects to be able to give an opinion on the effective date of such Change in the
Interest Rate Mode to the effect that such Change in the Interest Rate Mode is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the affected Bonds from gross income for
Federal income tax purposes; 
 (B) with respect to any Change in the Interest Rate Mode, the Trustee (and the Auction Agent in
the case of any Change in the Interest Rate Mode to an Auction Rate), shall receive by 4:00 p.m., New York City time, on the effective date of such Change in the Interest Rate Mode, a certificate in substantially the form attached hereto as, or
containing substantially the information contained in, Exhibit C hereto, from an Authorized Company Representative that all of the Bonds tendered or deemed tendered have been purchased at a price equal to the principal amount thereof plus premium,
if any, plus any accrued and unpaid interest with funds provided from the remarketing of such Bonds in accordance with the Remarketing Agreement, from the proceeds of a Support Facility, or from funds deposited with the Trustee or the Registrar and
Paying Agent; 
 (C) with respect to any Change in the Interest Rate Mode, the Trustee (and the Auction Agent in the case of any
Change in the Interest Rate Mode to or from an Auction Rate) shall receive, by 9:30 a.m. (New York City time) on the effective date of such Change in the Interest Rate Mode, an Opinion of Bond Counsel to the effect that such Change in the Interest
Rate Mode is authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on such Bonds from gross income for Federal income tax purposes; 

(D) with respect to any Change in the Interest Rate Mode to an Adjustable Rate (other than to an Auction Rate or a Term Rate for a
Calculation Period in excess of thirteen months), the Trustee shall receive a Liquidity Facility meeting the requirements of this Indenture 

  
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and the Participation Agreement on or prior to the effective date of such Change in the Interest Rate Mode which is, by its terms, in effect on or prior to such effective date; and 

(E) with respect to any Change in the Interest Rate Mode to an Adjustable Rate, the Trustee shall receive by 2:00 p.m. (New York City
time), on the effective date of such Change in the Interest Rate Mode, evidence satisfactory to it that the Bonds to be converted shall be rated at least “A” by S&P or “A2” by Moody’s or “A” by Fitch or an
equivalent rating by any nationally recognized rating agency on the effective date of such Change in the Interest Rate Mode. 

If any of the conditions referred to in (A)(i) or (ii) above is not met with respect to any Change in the Interest Rate Mode
from an Auction Rate, the Auction Rate for the next succeeding Auction Period shall be determined pursuant to the Auction Procedures applicable to the Auction Rate Bonds. If any of the conditions referred to in (B), (C), (D) or (E) above
is not met with respect to any Change in the Interest Rate Mode from an Auction Rate, the Auction Rate for the next succeeding Auction Period shall equal the Maximum Auction Rate as determined on such Auction Date and the Auction Period shall be a
seven-day Auction Period. If any of the conditions referred to in (B), (C), (D) or (E) above is not met with respect to any Change in the Interest Rate Mode from a Term Rate, the Bonds shall continue to bear interest at the current Term
Rate, and be subject to the provisions of this Indenture applicable thereto while the Bonds bear interest at such current Term Rate; provided, however, that notwithstanding the failure to meet such conditions, the Bonds shall remain subject to
mandatory tender for purchase on the date that would have been the effective date of the new interest rate mode if all of such conditions were met on such date. If any of the conditions referred to in (B), (C), (D) or (E) above is not met
with respect to any Change in the Interest Rate Mode from an Adjustable Rate (other than an Auction Rate or a Term Rate), the Bonds shall continue to bear interest at the Current Adjustable Rate and be subject to the provisions of this Indenture
applicable thereto while the Bonds bear interest at such Current Adjustable Rate; provided, however, that notwithstanding the failure to meet such conditions, the Bonds shall remain subject to mandatory tender for purchase on the date that would
have been the effective date of the new interest rate mode if all of such conditions were met on such date. If any of the foregoing conditions for a Change in the Interest Rate Mode from a Term Rate is not met, the Trustee shall mail, or cause the
Registrar and Paying Agent to mail to the Authority, the Company and the Holders notice thereof in substantially the form attached hereto as, or containing substantially the information contained in, Exhibit D hereto within three
(3) Business Days after the failure to meet any of such conditions. 
 Section 4.02. Optional Conversion to a Fixed
Rate. 1. Effective after the Initial Term Rate Period, the Authority reserves the right, at the request of the Company, to fix the rate of interest per annum which Bonds will bear, in whole or in part, for the balance of the term thereof,
provided that such right may only be exercised effective on a date on which the Bonds may be redeemed at the option of the Authority. In the event the Authority, at the request of the Company, as herein provided, exercises its Option to Convert, the
Bonds so converted shall cease to bear interest at the Adjustable Rate then borne by the Bonds and shall bear interest at a Fixed Rate until maturity, subject to the terms and conditions hereof (the date on which a Fixed Rate shall take effect being
herein called a “Fixed Rate Conversion Date”). 

  
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 2. The Trustee shall mail, or cause the Registrar and Paying Agent to mail, the notice
received pursuant to subsection 1 of this Section 4.02 to the Holders at least 15 days prior to the proposed effective date of the Change in the Interest Rate Mode. 
 3. A Fixed Rate shall take effect only if 
 (A) with respect to a change to a
Fixed Rate from an Auction Rate, the Trustee and the Auction Agent shall receive: 
 (i) a certificate of an
Authorized Company Representative by no later than the tenth day prior to a Fixed Rate Conversion Date stating that a written agreement has been entered into by the Company and the applicable Remarketing Agent to remarket the Bonds affected on a
Fixed Rate Conversion Date at a price of 100% of the principal amount thereof, which written agreement (i) may be subject to reasonable terms and conditions imposed by such Remarketing Agent which in the judgment of that Remarketing Agent
reflect current market standards regarding investment banking risk and (ii) must include a provision requiring payment by such Remarketing Agent in same-day funds for any Auction Rate Bonds tendered or deemed tendered; and 

(ii) by 11:00 a.m. (New York City time) on the second Business Day prior to a Fixed Rate Conversion Date, by telecopy or
other similar means, a certificate on behalf of the Company in substantially the form attached hereto as, or containing substantially the information contained in, Exhibit B hereto, from the Authority (y) authorizing the establishment of a
Fixed Rate and (z) confirming that Bond Counsel has advised the Authority that it expects to be able to give an opinion on a Fixed Rate Conversion Date to the effect that the change to a Fixed Rate is authorized by this Indenture, is permitted
under the Act and will not have an adverse effect on the exclusion of interest on the Bonds from gross income for Federal income tax purposes; and 
 (B) with respect to any change to a Fixed Rate the Trustee (and the Auction Agent in the case of any change to a Fixed Rate from an Auction Rate) receives on a Fixed Rate Conversion Date: 

(i) by 9:30 a.m. (New York City time) an Opinion of Bond Counsel to the effect that the conversion to a Fixed Rate is
authorized by this Indenture, is permitted under the Act and will not have an adverse effect on the exclusion of interest on such Bonds from gross income for Federal income tax purposes; 

(ii) by 4:00 p.m. (New York City time) a certificate in substantially the form attached hereto as, or containing
substantially the information contained in, Exhibit C hereto, from an Authorized Company Representative that all of the Bonds tendered or deemed tendered have been purchased at a price equal to the principal amount thereof plus premium, if any, plus
any accrued and unpaid interest with funds provided from the remarketing of such Bonds in accordance with the Remarketing Agreement, from the proceeds of a Support Facility, or from funds deposited with the Trustee or the Registrar and Paying Agent;
and 

  
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 (iii) by 2:00 p.m. (New York City time) evidence satisfactory to it that the
Bonds to be converted shall be rated at least “A” by S&P or “A2” by Moody’s or “A” by Fitch or an equivalent rating by any nationally recognized rating agency on the Fixed Rate Conversion Date. 

If any of the conditions referred to in (A)(i) or (A)(ii) above is not met with respect to any Change in the Interest Rate Mode
from an Auction Rate to a Fixed Rate, the Auction Rate for the next succeeding Auction Period shall be determined pursuant to the Auction Procedures applicable to the Auction Rate Bonds. If any of the conditions referred to in (B) above is not
met with respect to any Change in the Interest Rate Mode from an Auction Rate to a Fixed Rate, the Auction Rate for the next succeeding Auction Period shall be equal to the Maximum Auction Rate as determined as of such Auction Date and the Auction
Period shall be a seven-day Auction Period. If any of the conditions referred to in (B) above is not met with respect to any Change in the Interest Rate Mode from a Term Rate to a Fixed Rate, the Bonds shall continue to bear interest at the
current Term Rate and be subject to the provisions of this Indenture applicable thereto while the Bonds bear interest at such current Term Rate. If any of the conditions referred to in (B) above is not met with respect to any other Change in
the Interest Rate Mode from an Adjustable Rate (other than an Auction Rate or a Term Rate) to a Fixed Rate, the Bonds shall continue to bear interest at the Current Adjustable Rate and be subject to the provisions of this Indenture applicable
thereto while the Bonds bear interest at such Current Adjustable Rate; provided, however, that (i) notwithstanding the failure to meet such conditions, the Bonds shall remain subject to mandatory tender for purchase on the date that would have
been the effective date of the Fixed Rate if all of such conditions were met on such date, and (ii) after the failure to meet such conditions, the Bonds shall be subject to redemption on any Business Day, in whole or in part, at the principal
amount thereof, plus accrued and unpaid interest to the date fixed for redemption, if any, pursuant to the terms of Section 5.10 hereof. If any of the foregoing conditions for a Change in the Interest Rate Mode from a Term Rate to a Fixed Rate
is not met, the Trustee shall mail, or cause the Registrar and Paying Agent to mail to the Authority, the Company and the Holders notice thereof in substantially the form attached hereto as, or containing substantially the information contained in,
Exhibit D hereto within three (3) Business Days after the failure to meet any of such conditions. 
 Section 4.03.
Conversion Generally. 1. In the event of a Change in the Interest Rate Mode on less than all the Bonds of a subseries to or from an Auction Rate, the minimum aggregate principal amount of Bonds of a subseries that continue to bear, or are
adjusted to bear interest at an Auction Rate for an Auction Rate Period, shall not be less than $10,000,000 for such Auction Rate Bonds. 
 2. Upon any Change in the Interest Rate Mode, the Authority and the Trustee, shall take all steps necessary to comply with any agreement entered into with a Securities Depository or its nominee pursuant
to Section 2.03(5) with respect to such Change in the Interest Rate Mode, including, without limitation, the purchase and designation of sufficient CUSIP numbers to comply with the requirements of such Securities Depository following any such
Change in the Interest Rate Mode. 
 3. If the interest rate on less than all Bonds of any subseries is to be converted to a new
Adjustable Rate pursuant to Section 4.01 or to a Fixed Rate pursuant to 

  
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Section 4.02, the particular Bonds of such subseries to be converted shall be chosen by the Trustee by lot, or the Trustee shall direct the Registrar and Paying Agent to so choose by lot;
provided, however, that the portion of any Bond to be converted shall be in the principal amount of $100,000 or any integral multiple of such amount during a Commercial Paper Rate Period, a Daily Rate Period, a Weekly Rate Period or a Monthly Rate
Period, $25,000 or any integral multiple thereof during an Auction Rate Period, or $5,000 or any integral multiple thereof at any other time and that, in selecting Bonds for conversion, the Trustee or Registrar and Paying Agent shall treat each Bond
as representing that number of Bonds which is obtained by dividing the principal amount of such registered Bond in excess of $100,000 by $100,000 during a Commercial Paper Rate Period, a Daily Rate Period, a Weekly Rate Period or a Monthly Rate
Period, $25,000 during an Auction Rate Period, and $5,000 at any other time (such amounts being hereinafter referred to as the “applicable units of principal amount”). If it is determined that one or more, but not all of the $100,000,
$25,000 or $5,000 units of principal amount represented by any such Bond is to be converted, then upon notice of intention to convert such $100,000, $25,000 or $5,000 unit or units pursuant to Sections 4.01 or 4.02, as the case may be, the Holders
of such Bonds shall forthwith surrender such Bonds to the Registrar and Paying Agent for (1) payment of the purchase price (including the premium, if any, and accrued and unpaid interest to the date fixed for conversion) of the $100,000,
$25,000 or $5,000 unit or units of principal amount called for conversion and (2) exchange for a new Bond or Bonds of the same subseries in the aggregate principal amount of the balance of the principal of such Bonds not subject to conversion.
If the Holders of any such Bond of a denomination greater than $100,000, $25,000 or $5,000 shall fail to present such Bond to the Registrar and Paying Agent, for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and
payable on the date fixed for conversion to the extent of the $100,000, $25,000 or $5,000 unit or units of principal amount subject to such conversion (and to that extent only). 

4. Notwithstanding anything in this Article IV to the contrary, the Authority may not effect a Change in the Interest Rate Mode pursuant
to Section 4.01 or 4.02 if such action would require the payment of a premium as part of the Purchase Price upon purchase of Bonds pursuant to Section 5.04 unless there shall have been deposited the full amount of such premium in trust
with the Trustee prior to any notification of a Change in the Interest Rate Mode pursuant to Section 4.01 or 4.02. 

  
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 ARTICLE V 
 REDEMPTION AND PURCHASE OF BONDS 
 Section 5.01. Optional
Redemption. The Bonds shall be subject to redemption, in whole or in part, at the option of the Authority upon the request of the Company, from related payments made by the Company pursuant to Section 6.01 of the Participation Agreement and
any other moneys held by the Trustee and available to be applied to the redemption of Bonds as provided in this Section 5.01 and Section 9.03 hereof: 
 (a) During any Commercial Paper Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof, at a redemption price equal to
100% of the principal amount. 
 (b) During any Auction Rate Period, Auction Rate Bonds shall be subject to
redemption on the Business Day immediately succeeding each Auction Date, as a whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption. 

(c) During any Daily Rate Period, such Bonds shall be subject to redemption on any Business Day, as a whole or in part, at
the principal amount thereof, plus accrued and unpaid interest to the date fixed for redemption, if any. 
 (d)
During any Weekly Rate Period, such Bonds shall be subject to redemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and unpaid interest to the date fixed for redemption, if any. 

(e) During any Monthly Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or
in part, at the principal amount thereof. 
 (f) During any Semi-annual Rate Period, such Bonds shall be subject
to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof. 
 (g)
During any Term Rate or Fixed Rate Period, such Bonds shall be subject to redemption in whole or in part at any time as follows: after the No-Call Period shown below, which shall begin on the first day of the Calculation Period applicable to such
Bonds or on a Fixed Rate Conversion Date, as the case may be, and end on the enumerated anniversary thereof, at a redemption price equal, initially, to the principal amount thereof, plus a premium equal to the percentage of the principal amount to
be redeemed shown in the Initial Premium column, plus accrued and unpaid interest if paid on a Business Day other than an Interest Payment Date. The premium percentage, if any, shall decline by the percentage shown in the Reduction in Premium column
on each anniversary of the date on which such Bonds are first redeemable until the Bonds shall be redeemable without premium. 

  
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 Calculation Period or Period to Maturity  

Applicable to Subject Bonds 
  

															
	 Equal to or Greater Than
	  	 But Less
Than
	  	No-Call
Period	 	  	Initial
Premium	 	 	Reduction
in Premium	 
	 18 years
	  	N/A	  	 	8 Years	  	  	 	1 1/2	% 	 	 	 1/2	% 
	 12 years
	  	18 Years	  	 	6 Years	  	  	 	1	  	 	 	 1/2	  
	 7 Years
	  	12 Years	  	 	3 Years	  	  	 	0	  	 	 	0	  
	 5 Years
	  	7 Years	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 4 Years
	  	5 Years	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 3 Years
	  	4 Years	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 0 Years
	  	3 Years	  	 	Not callable	  	  				 			

 If upon establishment of a Term Rate Period or a Fixed Rate Period, as the case may be, the applicable Remarketing
Agent certifies to the Trustee, Bond Counsel and the Authority in writing that the foregoing schedule is not consistent with then-prevailing market conditions, the Authority at the request of the Company may revise the foregoing Initial Premium,
Reductions in Premium and No-Call Periods with respect to Bonds for which a Term Rate Period or Fixed Rate Period is then being established without the approval of the Holders to reflect then-prevailing market conditions, upon receipt of an Opinion
of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or in conjunction with the establishment of a Calculation Period for a Term Rate Period or a Fixed Rate Period, as the case may be, are made in accordance
with this Indenture, is permitted under the Act and will not adversely affect the exclusion of interest on the Bonds from gross income for Federal income tax purposes. 
 Section 5.02. Purchase in Lieu of Redemption. Following the Initial Term Rate Period, whenever Bonds have been called for redemption pursuant to Section 5.01 hereof, the Company may, by
written notice to the Authority and the Trustee delivered in advance of the redemption date for the Bonds, elect to purchase such bonds in lieu of redemption with the effect that the payment made by the Company pursuant to Section 6.01 of the
Participation Agreement shall be considered the payment by the Company of the Purchase Price for the Bonds and from and after the redemption date the Company shall be deemed to be the owner of the Bonds which shall continue to be outstanding subject
to the terms and conditions of the Indenture. 
 Section 5.03. Tender for and Purchase upon Election of Holder. 1. During
any Daily Rate Period or Weekly Rate Period, any Bond or portion thereof in a principal amount equal to an authorized denomination (so long as the principal amount not purchased is an authorized denomination) shall be purchased on the demand of the
Holder thereof on any Business Day at the Purchase Price, upon delivery to the Registrar and Paying Agent and the applicable Remarketing Agent at their respective principal offices, by the close of business on any Business Day of a Notice of
Election to Tender in substantially the form attached hereto as, or containing substantially the information contained in, Exhibit E hereto; provided, however, that the substance of such Notice of Election to Tender must also be given
telephonically to the applicable Remarketing Agent prior to or simultaneously with delivery of such written Notice of Election to Tender to such Remarketing Agent. The date on which such Bond shall be purchased, at the request of the Holder thereof
(i) if the Bond then bears interest at a Daily Rate, shall be the date of delivery of such Notice of Election to Tender if such Notice of Election to 

  
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Tender is delivered to the Registrar and Paying Agent and the applicable Remarketing Agent by 10:00 a.m.(New York City time) on such date or may be any Business Day thereafter, and (ii) if
the Bond then bears interest at a Weekly Rate, shall be a Business Day not prior to the 7th day next succeeding the date of the delivery of such Notice of Election to Tender to the Registrar and Paying Agent and the Remarketing Agent. 

2. During any Monthly Rate Period or Semi-annual Rate Period, any Bond or portion thereof in a principal amount equal to an authorized
denomination (so long as the principal amount not purchased is an authorized denomination) shall be purchased on the demand of the Holder thereof on the first Business Day following each Calculation Period at the Purchase Price, upon delivery to the
Registrar and Paying Agent and the applicable Remarketing Agent, at their respective principal offices of a Notice of Election to Tender in substantially the form attached hereto as or containing substantially the information contained in
Exhibit E on or prior to a Business Day which is not less than ten (10) days, in the case of Bonds bearing interest at a Semi-annual Rate, or seven (7) days, in the case of Bonds bearing interest at a Monthly Rate, prior to the
proposed date of purchase; provided, however, that the substance of such Notice of Election to Tender must also be given telephonically to the applicable Remarketing Agent prior to or simultaneously with delivery of such written Notice of Election
to Tender to such Remarketing Agent. 
 3. Immediately upon receipt of a Notice of Election to Tender delivered pursuant to the
provisions of this Section 5.03, the Registrar and Paying Agent shall notify, or cause to be notified, the Trustee, the Company, the Authority and the applicable Remarketing Agent, by telephone, promptly confirmed in writing, of such receipt,
specifying the contents thereof. 
 4. Any Notice of Election to Tender shall be irrevocable. If a Holder fails to deliver the
Bonds referred to in such notice to the Registrar and Paying Agent, such Bonds shall nevertheless be deemed to have been purchased on the date established for the purchase thereof, no interest shall accrue on such Bonds from and after the date of
purchase and such Holder shall have no rights hereunder thereafter as the owner of such Bonds except the right to receive the purchase price of such Bonds. 
 5. A Holder may not tender a Bond to the Registrar and Paying Agent pursuant to this Section while such Bond bears interest at an Auction Rate, Commercial Paper Rate, Term Rate or Fixed Rate.

 Section 5.04. Mandatory Tender for Purchase upon Change in the Interest Rate Mode or on Business Day Following Certain
Calculation Periods. 1. Upon a Change in the Interest Rate Mode, the Bonds shall be subject to mandatory tender at the Purchase Price, for purchase in accordance with the terms hereof, on the effective date of such Change in the Interest Rate
Mode or, if a Notice of Change in the Interest Rate Mode has been sent to Holders of the Bonds, on the effective date designated in such notice, whether or not the conditions for a Change in the Interest Rate Mode have been met. 

2. During any Term Rate Period or Commercial Paper Rate Period, the Bonds shall be subject to mandatory tender for purchase in accordance
with the terms hereof on 

  
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the Business Day immediately following each Calculation Period, each at a price equal to the Purchase Price. With respect to the Initial Term Rate Period, the Bonds shall be subject to mandatory
tender for purchase on November 1, 2012. 
 3. Notice of mandatory tender for purchase upon a Change in the Interest Rate
Mode shall be in substantially the form attached hereto as, or contain substantially the information contained in, Exhibit A hereto. 
 4. Any such notice of mandatory tender for purchase required by this Section 5.04 shall be given by the Trustee, in the name of the Authority, or the Trustee shall cause the Registrar and Paying
Agent to give such notice (with copies thereof to be given to the Remarketing Agent, the Registrar and Paying Agent, the Company, and in the case of Auction Rate Bonds, the Auction Agent and the Authority) by first-class mail to the Holders of the
Bonds subject to purchase at their addresses shown on the books of registry. Notwithstanding the foregoing, no notice under this Section 5.04 shall be required in the case of a redemption to be effected on the date following the last day of the
Initial Term Rate Period. 
 5. Bonds held by or for the account of the Company or the issuer of a Support Facility are not
subject to mandatory tender for purchase pursuant to this Section 5.04. 
 Section 5.05. Extraordinary Optional
Redemption. During any Term Rate Period other than the Initial Term Rate Period or Fixed Rate Period, the Bonds are also subject to redemption prior to maturity in whole at any time at the option of the Authority, exercised at the direction of
the Company, upon notice given as provided in the Indenture, at a redemption price equal to the principal amount thereof, together with unpaid interest accrued thereon to the date fixed for redemption, in any of the following events: 

(i) All or substantially all of the Project shall have been damaged or destroyed or title to, or the temporary use of, all
or a substantial portion of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority, or person, firm or corporation acting under governmental authority, as in each case renders the Project
unsatisfactory to the Company for its intended use; 
 (ii) Unreasonable burdens or excessive liabilities shall
have been imposed upon the Authority or the Company with respect to all or substantially all of the Project, including without limitation the imposition of Federal, state or other ad valorem property, income or other taxes other than ad valorem
taxes in effect on the date of original issuance of the Bonds levied upon privately owned property used for the same general purpose as the Project; or 
 (iii) Any court or regulatory or administrative body shall enter or adopt, or fail to enter or adopt, a judgment, order, approval, decree, rule or regulation, as a result of which the Company elects to
cease operation of all or substantially all of the Project. 
 Section 5.06. Special Tax Redemption Provisions. 1. During
any Semi-annual Rate Period, Term Rate Period or Fixed Rate Period, the Bonds shall be subject to mandatory redemption as a whole (provided, however, that the Bonds shall be redeemed in part 

  
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if the Company obtains an Opinion of Bond Counsel to the effect that, by redeeming such portion of the Bonds, the interest on the remaining Bonds will not be included for Federal income tax
purposes in the gross income of any owner of the Bonds (other than an owner who is a “substantial user” of the Project or a “related person” within the meaning of Section 147(a)(1) of the Code)) at any time at a redemption
price equal to 100% of the principal amount thereof, together with unpaid interest accrued thereon to the redemption date, if, in a published or private ruling of the Internal Revenue Service or in a final, nonappealable judicial decision by a court
of competent jurisdiction (provided that the Company has been afforded the opportunity to participate at its own expense in the proceeding resulting in such ruling or in the litigation resulting in such decision, as the case may be), it is
determined that, as a result of a failure by the Company to observe any covenant, agreement or representation in the Participation Agreement or the Tax Regulatory Agreement, interest on the Bonds is included for Federal income tax purposes in the
gross income (as defined in Section 61 of the Code) of any owner of a Bond (other than a “substantial user” of the Project or a “related person” within the meaning of Section 147(a)(1) of the Code), and, in such event,
the Bonds shall be subject to such mandatory redemption not more than 180 days after receipt by the Trustee of notice of such published or private ruling or judicial decision and a demand for redemption of the Bonds. The occurrence of an event
requiring the redemption of the Bonds under this paragraph does not constitute an event of default under the Note or under this Indenture and the sole obligation in such event shall be for the Company to prepay the Note in an amount sufficient to
redeem the Bonds to the extent required by this paragraph. 
 2. During any Semi-annual Rate Period, Term Rate Period or Fixed
Rate Period, the Bonds may be redeemed in whole or in part at any time at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to the redemption date, if the Company has determined, on
the basis of the written advice of Bond Counsel that, as a result of any action taken or expected to be taken, or a failure to take action, a reasonable risk exists that interest on the Bonds will not be excludable from gross income for Federal tax
purposes. Such conclusion and certification shall be evidenced by delivery to the Trustee of a written certificate of an Authorized Company Representative to the effect that the Company has reached such conclusion, together with a copy of such
written advice of Bond Counsel. The occurrence of an event permitting the redemption of the Bonds under this paragraph does not constitute an event of default under the Note or under this Indenture and the sole obligation in such event shall be for
the Company to prepay the Note in an amount sufficient to redeem the Bonds to the extent required by this paragraph. 
 3.
During any Semi-annual Rate Period, Term Rate Period or Fixed Rate Period, the Bonds will also be subject to mandatory redemption at a redemption price equal to one hundred three percent (103%) of the principal amount thereof plus unpaid
interest accrued thereon to the redemption date if the Company reasonably concludes and certifies to the Trustee that the business, properties, condition (financial or otherwise), operations or business prospects of the Company will be materially
and adversely affected unless the Company takes or omits to take a specified action and that the Company has been advised in writing by Bond Counsel that the specified action or omission would cause the use of the Project to be such that, pursuant
to Section 150 of the Code, the Company would not be entitled to deduct the interest on the Bonds for purposes of determining the Company’s Federal taxable income, for a period of not less than ninety (90) consecutive or
nonconsecutive days during a twelve-month period. Such conclusion 

  
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and certification shall be evidenced by delivery to the Trustee of a written certificate of an Authorized Company Representative to the effect that the Company has reached such conclusion,
together with a certified copy of a resolution of the Board of Trustees of the Company authorizing such certificate and a copy of such written advice of Bond Counsel. In the event that the Bonds become subject to redemption as provided in this
paragraph, the Bonds will be redeemed in whole unless redemption of a portion of the Bonds outstanding would, in the Opinion of Bond Counsel, have the result that interest payable on the Bonds remaining outstanding after such redemption would be
deductible for purposes of determining the Federal taxable income of the Company, and, in such event, the Bonds to be redeemed shall be selected (in the principal amount of $5,000 or any integral multiple thereof) by lot, in such amount as is
necessary to accomplish that result. The occurrence of an event requiring the redemption of the Bonds under this paragraph does not constitute an event of default under the Note or under this Indenture and the sole obligation in such event shall be
for the Company to prepay the Note in an amount sufficient to redeem the Bonds to the extent required by this paragraph. 

Section 5.07. Redemption at Demand of the State of New York. Under the provisions of Section 1864 of the Act, the State of
New York may, upon furnishing sufficient funds therefor, require the Authority to redeem, prior to maturity, as a whole, the Bonds on any Interest Payment Date not less than twenty years after the Closing Date at a redemption price of 105% of their
face value and accrued interest or at such lesser redemption price as may be provided for a redemption at that time pursuant to Section 5.01 hereof. The Authority shall deposit any such funds received by it with the Trustee. During any period
during which no Direct-Pay Credit Facility is in effect, the Trustee shall deposit any such funds in the Bond Fund and, upon notice published in the manner provided in Section 1864 of the Act, shall apply such funds to the redemption of the
Bonds. During any period in which a Direct-Pay Credit Facility is in effect, the Trustee shall deposit any such funds received by it in a segregated sub-account in the Bond Fund, and upon notice published in the manner provided in Section 1864
of the Act, shall draw moneys under the related Credit Facility pursuant to Article IX and apply such payment to the redemption of the Bonds at the price and in the manner specified in the preceding sentence. Upon the application of such Credit
Facility payments, the Trustee shall pay the funds furnished by the State of New York to the issuer of the Credit Facility with instructions to apply such funds to the reimbursement of the issuer of the Credit Facility for such Credit Facility
payment. Upon such redemption and notwithstanding anything to the contrary in this Indenture, the Trustee shall assign the Note relating to the Bonds to or as directed by the Authority. 

Section 5.08. Mandatory Tender for Purchase Upon Expiration of any Support Facility or Upon Delivery of an Alternate Support
Facility. 1. Except as otherwise set forth in the last sentence of this subsection 1, on the second Business Day next preceding the date of expiration of any Support Facility, the Bonds to which such Support Facility applies shall be
subject to mandatory purchase at the Purchase Price, unless on or prior to the 20th day prior to such date of expiration the Company on behalf of the Authority has furnished to the Trustee (i) a notice that such Support Facility will be
extended and (ii) delivery of an extension of such Support Facility that shall be in effect one day prior to the Conversion Date; provided in addition that such Support Facility shall continue to meet the requirements of Section 6.01. The
Bonds shall also be subject to mandatory purchase at the Purchase Price, on the date there is delivered an Alternate Support Facility relating to such Bonds meeting the requirements of Section 6.02.


  
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No tender for purchase of any Bonds shall be required pursuant to this Section 5.08 during an Auction Rate Period or a Fixed Rate Period. 

2. Notice of the mandatory tender for purchase pursuant to this Section 5.08 shall be given on or prior to the 15th day before the
expiration date of the expiring Support Facility or on or prior to the 15th day before the delivery of any Alternate Support Facility, as the case may be, by the Trustee in the name of the Authority (with copies thereof given to the Authority, the
Remarketing Agent, the issuer of a Support Facility, the Company and the Registrar and Paying Agent) by first-class mail to the Holders of the Bonds subject to mandatory tender for purchase at their addresses shown on the books of registry. Such
notice shall be in substantially the form attached hereto as, or contain substantially the information contained in, Exhibit F hereto. 
 3. Bonds held by or for the account of the Company or the issuer of a Liquidity Facility are not subject to mandatory tender for purchase pursuant to this Section 5.08. 

Section 5.09. Mandatory Tender Upon Occurrence of any Terminating Event. 1. Except as otherwise set forth in the last sentence of
this subsection 1, upon the occurrence of any Terminating Event with respect to the Bonds, the Bonds shall be subject to mandatory tender for purchase at the Purchase Price on a Business Day selected by the Trustee; provided, however, that
(i) such mandatory tender shall not occur later than the 5th day after receipt of notice of the Terminating Event by the Trustee and (ii) such mandatory tender date shall be a Business Day. Bonds will not be subject to mandatory tender for
purchase pursuant to this Section 5.09 during any Auction Rate Period or any Fixed Rate Period. 
 2. Notice of the
mandatory tender for purchase required by this Section 5.09 shall be in substantially the form attached hereto as, or contain substantially the information contained in, Exhibit F hereto and shall be given to the Holders of the
applicable subseries of Bonds subject to mandatory tender for purchase at their addresses shown on the books of registry on or before the first Business Day after receipt of notice of a Terminating Event from the issuer of the applicable Support
Facility by the Trustee, in the name of the Authority, or the Trustee shall cause the Registrar and Paying Agent to give such notice, by first-class mail to the Holders of the Bonds subject to purchase at their address shown on the books of registry
(with copies thereof given to the Authority, the applicable Remarketing Agent, the Company and the Registrar and Paying Agent). 

3. Bonds held by or for the account of the Company or the issuer of a Liquidity Facility are not subject to mandatory tender for purchase
pursuant to this Section 5.09. 
 Section 5.10. General Provisions Applicable to Mandatory and Optional Tenders for
Purchase of Bonds. 1. If interest has been paid on the Bonds, or an amount sufficient to pay interest thereon has been deposited in the Bond Fund, or an amount sufficient to pay accrued interest thereon, if any, has been set aside in the Bond
Purchase Fund held under the Bond Purchase Trust Agreement, and the Purchase Price shall be available in the Bond Purchase Fund for payment of Bonds subject to tender for purchase pursuant to Section 5.03, 5.04, 5.08 or 5.09, and if any Holder
fails to deliver or does not properly deliver the Bonds to the Registrar and Paying Agent for which a Notice of Election to Tender has been properly filed or which are 

  
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subject to mandatory tender for purchase on the purchase date therefor, such Bonds shall nevertheless be deemed tendered and purchased on the date established for the purchase thereof, no
interest shall accrue on such Bonds from and after the date of purchase and such former Holders shall have no rights hereunder as the registered owners of such Bonds, except the right to receive the Purchase Price of and interest to the purchase
date, if any, on such Bonds upon delivery thereof to the Registrar and Paying Agent in accordance with the provisions hereof. The purchaser of any such Bonds remarketed by the Remarketing Agent, or the issuer of any Support Facility, to the extent
Bonds are purchased with the proceeds of a draw on, or borrowing or payment under, the Support Facility, shall be treated as the registered owner thereof for all purposes of the Indenture. The payment of the Purchase Price of Bonds pursuant to
Section 5.03 shall be subject to delivery of such Bonds duly endorsed in blank for transfer or accompanied by an instrument of transfer thereof in form satisfactory to the Registrar and Paying Agent executed in blank for transfer at the
principal office of the Registrar and Paying Agent at or prior to 10:00 a.m. (11:30 a.m. for Bonds bearing interest at the Weekly Rate and 12:00 noon, for Bonds bearing interest at the Daily Rate) (New York City time), on a specified purchase date.
The Registrar and Paying Agent may refuse to make payment with respect to any Bonds tendered for purchase pursuant to Sections 5.03, 5.04, 5.08 or 5.09 not endorsed in blank or for which an instrument of transfer satisfactory to the Registrar and
Paying Agent has not been provided. 
 2. The Purchase Price of Bonds subject to tender for purchase pursuant to
Section 5.03, 5.04, 5.08 or 5.09 in an aggregate principal amount of at least one million dollars ($1,000,000) shall be payable in immediately available funds or by wire transfer upon written notice from the Holder thereof containing the wire
transfer address (which shall be in the continental United States) to which such Holder wishes to have such wire directed, if such written notice is received by the Registrar and Paying Agent not less than five (5) days prior to the related
purchase date. 
 3. Bonds subject to mandatory tender for purchase pursuant to Sections 5.08 or 5.09 shall not be remarketed
unless and until an Alternate Support Facility meeting the requirements of Section 6.02 of the Indenture is in full force and effect with respect to such Bonds; provided, however, that Bonds may be remarketed and no such Alternate Support
Facility is required to be in effect if, at the time the Bonds are sought to be remarketed, such Bonds bear interest at an Auction Rate or a Fixed Rate or a Term Rate Period in excess of thirteen months. 

4. In the event Bonds tendered for purchase pursuant to Section 5.03 or 5.04 shall be paid from a drawing under a Liquidity
Facility, such Bonds shall not be remarketed unless and until the Trustee or the Registrar and Paying Agent has been notified by the Liquidity Facility Issuer and, upon receipt of such notice, the Trustee or the Registrar and Paying Agent has
notified the applicable Remarketing Agent that the amount available for a drawing under such Liquidity Facility has been restored. 
 Section 5.11. Selection of Bonds to be Redeemed. A redemption of Bonds shall be a redemption of the whole or of any part of the Bonds from any funds available for that purpose in a principal amount
equal to an authorized denomination (so long as the principal amount not redeemed is an authorized denomination). If less than all Bonds of any subseries shall be redeemed, the particular Bonds to be redeemed shall be chosen by the Trustee, or the


  
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Trustee shall direct the Registrar and Paying Agent to so choose, as hereinafter provided. If less than all the Bonds of any subseries shall be called for redemption under any provision of this
Indenture permitting such partial redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected (a) first, from Bonds held or owned by or for the issuer of a Support Facility pursuant to any Support Facility,
(b) second, from Bonds for which the Registrar and Paying Agent has received, prior to such selection, a Notice of Election to Tender requiring the Registrar and Paying Agent to purchase such Bonds on the date on which the Bonds being selected
are to be redeemed and (c) third, from all other Bonds then Outstanding, by lot by the Trustee or, upon direction of the Trustee, by lot by the Registrar and Paying Agent; provided, however, that the portion of any Bond to be redeemed shall be
in the principal amount of $100,000 or any integral multiple thereof during a Commercial Paper Rate Period, a Daily Rate Period, a Weekly Rate Period or a Monthly Rate Period, $25,000 or any integral multiple thereof during an Auction Rate Period,
or $5,000 or any integral multiple thereof at any other time and that, in selecting Bonds for redemption, the Trustee or Registrar and Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the
principal amount of such registered Bond in excess of $100,000 by $100,000 during a Commercial Paper Rate Period, a Daily Rate Period, a Weekly Rate Period or a Monthly Rate Period, $25,000 during an Auction Rate Period, and $5,000 at any other time
(such amounts being hereinafter referred to as the “applicable units of principal amount”). If it is determined that one or more, but not all of the $100,000, $25,000 or $5,000 units of principal amount represented by any such Bond is to
be called for redemption, then upon notice of intention to redeem such $100,000, $25,000 or $5,000 unit or units, the Holders of such Bonds shall forthwith surrender such Bonds to the Registrar and Paying Agent for (1) payment of the redemption
price (including the redemption premium, if any, and accrued interest to the date fixed for redemption) of the $100,000, $25,000 or $5,000 unit or units of principal amount called for redemption and (2) exchange for a new Bond or Bonds of the
same subseries of the aggregate principal amount of the unredeemed balance of the principal of such Bonds. If the Holders of any such Bond of a denomination greater than $100,000, $25,000 or $5,000 shall fail to present such Bond to the Registrar
and Paying Agent, for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the $100,000, $25,000 or $5,000 unit or units of principal amount called for redemption
(and to that extent only). 
 Section 5.12. Notice of Redemption. 1. Notice of redemption shall be given by the Trustee
by mailing a copy of the redemption notice by first-class mail at least fifteen (15) days prior to the date fixed for redemption to the Holders of the Bonds to be redeemed at the addresses shown on the registration books maintained by the
Registrar and Paying Agent. A copy of such notice of redemption shall be given by the Trustee to the Support Facility Issuer and the Auction Agent (if any )at least thirty (30) days prior to the date fixed for redemption. Any redemption may be
conditioned on the receipt of moneys by the Registrar and Paying Agent sufficient to pay the redemption price on the redemption date of Bonds called for redemption, if the notice of redemption so states. Notwithstanding the foregoing, no notice
under this Section 5.12 shall be required in the case of a redemption to be effected on the date following the last day of the Initial Term Rate Period. 
 2. The Registrar and Paying Agent shall not be required to transfer or exchange Bonds during any period beginning at the opening of business fifteen (15) days before


  
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the day of mailing of a notice of redemption and ending at the close of business on the day fixed for redemption; provided, however, that the foregoing shall not apply during a Daily Rate Period,
a Weekly Rate Period, a Commercial Paper Rate Period or an Auction Rate Period. 
 3. Each notice of redemption shall state:
(i) the full title of the Bonds, the redemption date, the place of redemption and the redemption price payable upon such redemption; (ii) that the interest on the Bonds, or on the principal amount thereof to be redeemed, shall cease to
accrue from and after such redemption date; and (iii) that on said date there will become due and payable on the Bonds the principal amount thereof to be redeemed and the interest accrued on such principal amount to the redemption date, if any,
and the premium, if any, thereon. Each notice of redemption mailed to the Holder of the Bonds shall, if less than the entire principal sum thereof is to be redeemed, also state the principal amount thereof and the distinctive numbers of the Bonds to
be redeemed and that such Bonds must be surrendered to the Trustee in exchange for the payment of the principal amount thereof to be redeemed and the issuance of a new Bond of the same subseries equaling in principal amount that portion of the
principal sum not to be redeemed of the Bonds to be surrendered. The failure to give notice to any Holder of a Bond or any defects in such notice shall not affect the proceedings for the redemption of the Bonds for which notice has been properly
given. 
 Section 5.13. Bonds Purchased for Account of Liquidity Facility Issuer. Bonds subject to purchase pursuant to
Section 5.03, 5.04, 5.08 or 5.09 shall be deemed to be purchased by the Company except to the extent the Liquidity Facility expressly provides that the Bonds are to be purchased by the issuer of the Liquidity Facility in which event such Bonds
shall be deemed to be purchased by the issuer of the Liquidity Facility in a principal amount equal to the amount of a draw on, or borrowing or payment under, the Liquidity Facility for the payment of Bonds subject to purchase, upon the deposit with
the Registrar and Paying Agent of the proceeds of such draw on, or borrowing or payment under, the Liquidity Facility in an amount equal to the principal of such Bonds plus accrued interest thereon to the purchase date, and such Bonds shall not be
deemed paid and shall remain outstanding hereunder until the issuer of the Liquidity Facility has been reimbursed for such draws on, or borrowings or payments under, the Liquidity Facility to pay such principal and interest. Unless the issuer of any
Liquidity Facility shall otherwise direct, any Bonds purchased by the issuer of the Liquidity Facility shall be immediately registered in the name of the Company except to the extent the Liquidity Facility expressly provides that the Bonds are to be
purchased by the issuer of the Liquidity Facility in which event such Bonds shall be registered in the name of the issuer of the Liquidity Facility as a Holder and the issuer of the Liquidity Facility shall have all rights of a Holder of Bonds under
this Indenture. 
 Section 5.14. Effect of Redemption. If the Bonds (or portions thereof) have been duly called for
redemption and notice of the redemption thereof has been duly given or provided for as hereinbefore provided and if moneys for the payment of the Bonds (or of the principal amount thereof to be redeemed) and the interest to accrue to the redemption
date on the Bonds (or of the principal amount thereof to be redeemed), if any, and the premium, if any, thereon are held for the purpose of such payment by the Trustee, then the Bonds (or the principal amount thereof to be redeemed) shall on the
redemption date designated in such notice, become due and payable and interest on the Bonds (or the principal amount thereof to be redeemed) so called for redemption shall cease to accrue from such date and the Holder thereof shall thereafter


  
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have no rights hereunder as the Holder of such Bonds (or the principal amount thereof to be redeemed) except to receive the principal amount thereof and premium, if any, and interest thereon to
the redemption date. 
 Section 5.15. Cancellation of Redeemed Bonds. Any Bonds surrendered or redeemed pursuant to the
provisions of this Article shall be cancelled by the Registrar and Paying Agent. 

  
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 ARTICLE VI 
 SUPPORT FACILITY 
 Section 6.01. Support Facility - General.
(1) Pursuant to the Participation Agreement, the Company has agreed not to request that the interest rate mode applicable to the Bonds be adjusted to an Adjustable Rate or a Fixed Rate unless on the effective date of the applicable Change in
the Interest Rate Mode the Bonds to be converted shall be rated at least “A” by S&P or “A2” by Moody’s or “A” by Fitch or an equivalent rating by any nationally recognized rating agency. Subject to the
requirements of the Participation Agreement, such rating of the Bonds may, but is not required to, be achieved by obtaining a Support Facility which meets the requirements of this Article VI. The Company has further agreed to maintain a Liquidity
Facility meeting the requirements of the Participation Agreement with respect to the Bonds at all times, except with respect to Bonds bearing interest at an Auction Rate, a Fixed Rate or a Term Rate for a Calculation Period in excess of thirteen
months. A Liquidity Facility also must be in effect on or prior to the effective date of any Change in the Interest Rate Mode from an Auction Rate to another Adjustable Rate (other than a Change in the Interest Rate Mode to an Auction Rate or to a
Term Rate Period in excess of thirteen months). The Trustee shall be furnished with a certified copy of any Support Facility obtained pursuant to this Section 6.01. 
 Any Support Facility Issuer not located in New York State shall provide the Trustee with a list of holidays on which it is closed through the next succeeding January 1 at the beginning of the term of
such Support Facility and by January 1 of each year thereafter. 
 (2) Notwithstanding any other provision in this
Indenture, upon the occurrence of an Event of Default and so long as no Support Facility Issuer Default has occurred and is continuing, then, in all such events, the Credit Facility Issuer shall be deemed to be the sole Holder of the Bonds the
payment of which such Credit Facility supports when the approval, consent, direction or any other action of the Holders of such Bonds is required or may be exercised under this Indenture (except with respect to approvals, consents, directions or
other actions requiring the consent of all Holders set forth in Section 14.02 and Section 14.07), including, without limitation, (i) the right to control and direct the declaration of principal of and accrued interest on all the Bonds
then Outstanding to be due and payable immediately pursuant to Section 12.03, and (ii) the right to rescind and annul any such declaration in clause (i) of this paragraph and its consequences pursuant to Section 12.03.

 (3) The Trustee shall deliver to the Company written notice of any draw on or borrowing or payment under a Support Facility.

 Section 6.02. Alternate Support Facility. (1) At any time, the Authority may, at the request of the Company,
provide for the delivery to the Trustee of an Alternate Support Facility for a subseries of Bonds. The termination date of such Alternate Support Facility shall be a date not earlier than 364 days from its date of issuance, and may be subject to
earlier termination upon the occurrence of (i) a Terminating Event or another event of default under the related reimbursement agreement or other corresponding agreement relating to such Alternate Support Facility, (ii) the issuance of a
subsequent Alternate Support Facility for the applicable subseries of Bonds, (iii) payment in full of the Outstanding Bonds or (iv) a Change in the 

  
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Interest Rate Mode of the applicable subseries of Bonds. Any such Alternate Support Facility shall specifically allow, in the case of the occurrence of any event or events which under the terms
of such Alternate Support Facility or any agreement providing for the issuance thereof would cause the termination or expiration of such Alternate Support Facility, for the mandatory tender of the applicable Bonds pursuant to Section 5.09 with
a draw on or borrowing or payment under such Alternate Support Facility prior to such termination or expiration. On or prior to the date of the delivery of an Alternate Support Facility to the Trustee, the Company shall furnish to the Trustee on
behalf of the Authority (a) an Opinion of Bond Counsel stating that the delivery of such Alternate Support Facility to the Trustee is authorized under this Indenture and complies with the terms hereof and (b) confirmation from S&P, if
the Bonds are then rated by S&P, from Moody’s, if the Bonds are then rated by Moody’s, from Fitch, if the Bonds are then rated by Fitch, or another rating agency, if the Bonds are then rated by such rating agency, to the effect that
such rating agency has reviewed the proposed Alternate Support Facility and that the substitution of the proposed Alternate Support Facility for the Support Facility will not, by itself, result in a reduction or withdrawal of its long or short-term
rating of the applicable Bonds below the Rating Category of S&P, Moody’s or Fitch or such other rating agency, as the case may be, then in effect with respect to such Bonds. Nothing contained herein shall prevent the Authority, at the
request of the Company, from delivering an Alternate Support Facility in substitution for a Support Facility which will result in a decline in the short-term or long-term rating or both assigned to the applicable Bonds by Moody’s, S&P or
Fitch or such other rating agency as a result of the Alternate Support Facility; provided, that the Opinion of Bond Counsel referred to in the preceding sentence is obtained; provided that such opinion shall also be to the effect that delivery of
such Alternate Support Facility will not adversely affect the exclusion from gross income of interest on the applicable Bonds for Federal income tax purposes. 
 (2) On the date there is delivered an Alternate Support Facility, all Bonds that are Outstanding are subject to mandatory tender for purchase pursuant to Section 5.08. The Authority, or the Company
on behalf of the Authority, shall deliver notice to the Trustee of the substitution of an Alternate Support Facility at least thirty (30) days before the date of substitution. The Trustee shall deliver notice to the registered owners of the
substitution at least fifteen (15) days before the date of substitution. 
 Section 6.03. Trustee not Responsible for
Enforcement of Support Facility. The Trustee shall have no responsibility with respect to the enforcement of any Support Facility obtained hereunder. 
 Section 6.04. Qualification of Support Facility Issuer’s Right to Consent. A Support Facility Issuer’s right to consent or direct action pursuant to the provisions of this Indenture shall
not exist when a Support Facility Issuer Default has occurred and is continuing. 

  
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 ARTICLE VII 
 GENERAL TERMS AND PROVISIONS OF BONDS 
 Section 7.01. Execution and
Authentication of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of its Chair, Vice-Chair, President, Treasurer or any Vice President and shall be sealed with the seal of the Authority, or in
lieu thereof shall bear a lithographed, engraved or otherwise reproduced facsimile of such seal attested by the manual or facsimile signature of its Vice President, Treasurer, Secretary or an Assistant Secretary. 

Bonds bearing the manual signature of the officer of the Authority authorized to execute such Bonds in office on the date of such manual
signing thereof and Bonds bearing the facsimile signature of the officer of the Authority authorized to execute such Bonds in office on the date of the reproducing of such facsimile signature on such Bonds, shall be valid and binding obligations in
accordance with their terms, notwithstanding that before the delivery thereof and payment therefor the person whose signature appears thereon shall have ceased to be such officer. 

Only Bonds having endorsed thereon a certificate of authentication substantially in the form set forth in Article XVI, duly executed by
the Trustee shall be entitled to any right or benefit under this Indenture. No Bonds shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such certificate
of the Trustee upon a Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Indenture and that the Holder thereof is entitled to the benefits of this Indenture. The Trustee’s certificate of
authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Trustee. 

Section 7.02. Books of Registry. The Registrar and Paying Agent shall keep or cause to be kept at its principal office books
(herein referred to as the “books of registry” or “registration books”) for the registration and transfer of the Bonds. Upon presentation at its principal office for such purpose the Registrar and Paying Agent, under such
reasonable regulations as it may prescribe, shall register or transfer, or cause to be registered or transferred, on said books of registry, the Bonds as hereinafter set forth. The books of registry shall at all times during business hours be open
for inspection by the Authority, the Company and the Trustee or their duly authorized agents or representatives. 
 Section
7.03. Transfer, Registration and Exchange of Bonds. The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar and Paying Agent,
together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration
of transfer the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds registered in the name of the transferee or transferees for a like aggregate principal amount, of any denomination
or denominations authorized by this Indenture. No transfer of any Bond shall be effective until entered on the books of registry. 

  
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 Any Bond surrendered in any such registration of transfer shall forthwith be cancelled by
the Trustee. Any Bonds registered and transferred to a new Holder pursuant to this Section shall be delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder at his or her
request, risk and expense. 
 Bonds, upon surrender thereof at the principal corporate trust office of the Registrar and Paying
Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder
thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination or denominations authorized by this Indenture and in the same form as the Bonds surrendered for exchange. All Bonds so surrendered pursuant to this
Section shall be cancelled by the Trustee. 
 Any Bonds to be delivered to the Holder upon any such exchange shall be
delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. 
 Any taxes or other governmental charges required to be paid with respect to the registration of transfer or exchange of the Bonds shall be paid by the Holder requesting registration of such transfer or
exchange, as a condition precedent to the exercise of such privilege. The Authority or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer or exchange sufficient to reimburse it for any and all costs
required to be paid in respect thereof. 
 Section 7.04. Mutilated, Lost, Stolen, or Destroyed Bonds. In the event any
Bond shall be lost, stolen, destroyed, wholly or in part, or so defaced as to impair its value to the Holder, the Trustee shall, upon compliance with the terms provided by law, authenticate and deliver a new Bond of like subseries or series, date
and tenor in exchange or replacement therefor against delivery for cancellation of such mutilated Bond, or in lieu of and in replacement of a destroyed, stolen or lost Bond, and upon payment by the Holder of the reasonable expenses of the Registrar
and Paying Agent and the Authority and the reasonable charges of the Trustee and Registrar and Paying Agent in connection therewith and, in the event that the Bond is destroyed, stolen or lost, the Holder’s filing with the Registrar and Paying
Agent of evidence satisfactory to it that the Bond was destroyed, stolen or lost, of the Holder’s ownership thereof, and furnishing the Registrar and Paying Agent such security and indemnity as is satisfactory to it which shall name the
Authority as an additional indemnified party. Any replacement Bond issued under the provisions of this Section in exchange or substitution for the defaced, mutilated or partly destroyed Bond or in substitution for the allegedly lost, stolen or
wholly destroyed Bond shall be entitled to the identical benefits under this Indenture as was the original Bond in lieu of which such replacement Bond is issued. Each such replacement Bond shall be prepared in substantially the same manner as the
original. 
 Notwithstanding the foregoing provisions of this Section, if the lost, stolen, destroyed, defaced or mutilated Bond
has matured or been called for redemption and the date fixed for redemption thereof has arrived, at the option of the Authority, payment of the amount due thereon may be made without the issuance of any replacement Bond upon receipt of like
evidence, indemnity, security and payment of expenses and the surrender for cancellation of the 

  
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defaced or mutilated or partly destroyed Bond and upon such other conditions as the Trustee may prescribe. 
 Except as provided in this sentence and as permitted in the following paragraph, any replacement Bond shall be in the form of the Bond being replaced, and be dated the date of its issuance and bear such
number as shall be assigned thereto by the Registrar and Paying Agent, with such subseries designation, if any, as may be deemed appropriate by the Registrar and Paying Agent. The Registrar and Paying Agent shall make an appropriate notation in the
books of registry that a replacement Bond has been issued in exchange or substitution for the defaced, mutilated, lost, stolen, or wholly or partly destroyed Bond. 
 There may be imprinted or affixed on the face and the panel portion of any duplicate Bond a mark to identify such Bond as a replacement Bond. 

Prior to arranging for the preparation or printing of a replacement Bond, the Trustee and the Registrar and Paying Agent may require a
deposit by the Holder to secure the Trustee, the Registrar and Paying Agent and the Authority for costs and expenses incurred by them in the preparation, printing, execution and issuance of such replacement Bond. 

Any amount of such deposit received by the Registrar and Paying Agent in excess of the amount required to reimburse the Registrar and
Paying Agent, the Trustee or the Authority for costs and expenses shall be returned to the party which made the deposit. 
 Any
defaced, mutilated or partly destroyed Bond surrendered to the Registrar and Paying Agent in substitution for a new Bond pursuant to this Section shall be cancelled by the Trustee. 

Section 7.05. Temporary Bonds. Pending the preparation of definitive Bonds, interim receipts or certificates (herein referred to
as “temporary Bonds”) may initially be issued, exchangeable for definitive Bonds when the latter are ready for delivery. Such temporary Bonds may be printed, lithographed or typewritten, shall be of such denomination or denominations as
may be determined by the Authority and may contain such references to any of the provisions of this Indenture as may be appropriate. If temporary Bonds are issued, the Authority will cause to be furnished duly executed definitive Bonds without
delay, and thereupon the temporary Bonds may be surrendered for cancellation at the principal office of the Trustee in exchange for definitive Bonds and without charge for such exchange, and the Registrar and Paying Agent shall deliver in exchange
for such temporary Bonds so surrendered an equal aggregate principal amount of definitive duly executed Bonds, of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as
definitive Bonds. 
 Nothing in this Indenture shall prevent the Authority from delivering, and the Authority is hereby
expressly permitted to deliver, Auction Rate Bonds in typewritten form to the Securities Depository as registered owner thereof. 
 Section 7.06. Disposition of Bonds. Any Bond surrendered to the Registrar and Paying Agent for payment shall be cancelled upon such payment by the Trustee. The Trustee shall dispose of any
cancelled Bond which has been paid and which bears any date two (2) years prior to the date of disposition in accordance with the Trustee’s procedures in effect for 

  
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the disposition of cancelled securities as of the date of such disposition. When the Trustee shall dispose of any Bond, it shall deliver a certificate of such disposition to the Authority and the
Company. 

  
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 ARTICLE VIII 
 ESTABLISHMENT OF THE PROJECT FUND 
 Section 8.01. Project Fund. 1.
There is hereby created and established a special trust fund to be designated “Consolidated Edison Company of New York, Inc. Series 2010A Project Fund” (hereinafter referred to as the “Project Fund”) to be held by the Trustee.
All income or gain on moneys deposited in the Project Fund shall be retained therein. 
 2. The proceeds of the sale of Bonds
issued hereunder shall be deposited into the Project Fund. 
 3. The moneys on deposit from time to time in the Project Fund
shall be held under and subject to this Indenture, but shall not be subject to the liens, pledges, charges, assignments and trusts created hereby for the security and benefit of the Holders of the Bonds and shall not be available for the payment of
Bonds within the meaning of the Indenture, and shall be used and applied solely for the purpose of refunding the Prior Bonds in accordance with the remaining provisions of this Section. 

4. The Trustee is authorized and directed to make payments from the Project Fund to pay the redemption price of the Prior Bonds or costs
incurred in connection therewith, upon receipt of a letter or letters signed by an Authorized Company Representative so directing. 

  
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 ARTICLE IX 
 CREATION OF SPECIAL FUNDS AND ACCOUNTS; 
 APPLICATION AND INVESTMENT OF
REVENUES 
 Section 9.01. Creation of Funds and Accounts. (a) The following fund and the following accounts
therein, which shall be a special fund and accounts to be held by the Trustee, are hereby created and designated as set forth below: 
 Bond Fund 
 (i) Interest Account 

(ii) Principal Account 
 (iii) Redemption Account 
 (iv) Acceleration Account 

The designation of each fund and account set forth above shall include the term “Consolidated Edison Company of New York, Inc.
Series 2010A,” which term shall precede the designation as set forth above. Such fund and each such account is, however, sometimes referred to herein as set forth above. 
 Separate funds and accounts shall be maintained, pursuant to the provisions of this Article IX, for subseries of Bonds that bear interest at interest rate modes not covered by a Liquidity Facility.

 (b) The Bond Fund and the accounts therein shall be held in the custody of the Trustee. All moneys required to
be deposited with or paid to the Trustee under any provision of this Indenture shall be held by the Trustee in trust and applied only in accordance with the provisions of this Indenture and shall be trust funds for the purposes specified in this
Indenture. 
 Section 9.02. Deposit of Note Payments. The Trustee shall deposit the Note Payments or other money set
forth below in the Bond Fund and credit the Accounts set forth below in the order set forth below: 
 The Company shall pursuant
to Sections 4.02, 4.03 and 4.04 of the Participation Agreement deposit, or cause to be deposited, the following in immediately available funds with the Trustee as the Note Payments become due or are declared to be immediately due and payable under
the Participation Agreement and the Note unless sufficient amounts are then available in such Accounts to make the required payments therefrom: 
 (a) No later than 12:00 noon (New York City time) on the Business Day next preceding each Interest Payment Date, into the Bond Fund for credit to the Interest Account an aggregate amount of funds
available on the next Business Day in The City of New York equal to the aggregate amount required for the payment of the interest payable on the Bonds, on such Interest Payment Date. 

  
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 In the event a Direct-Pay Credit Facility is in place, amounts required to be deposited in
the Bond Fund for credit to the Interest Account shall be derived solely from the following sources of funds in the priority indicated and shall be so deposited and credited to the Interest Account on the date indicated: 

(I) First, on each Interest Payment Date, the proceeds of a draw, borrowing or payment under the Direct-Pay Credit
Facility in respect of interest payable on such Interest Payment Date; and 
 (II) Second, on each Interest
Payment Date, any other moneys provided by the Company pursuant to the preceding paragraph for such purpose. 
 The Trustee
shall deposit the proceeds of a draw, borrowing or payment under a Direct-Pay Credit Facility in a segregated sub-account of the Interest Account in the Bond Fund and such proceeds shall not be commingled with moneys in any other Account or
sub-account or derived from any other source. 
 (b) (i) During an Auction Rate Period, no later than 12:00 noon
(New York City time) on the second Business Day next preceding each Auction Date, into the Bond Fund for credit to the Redemption Account an aggregate amount of funds available on the next Business Day in The City of New York equal to the aggregate
amount required to pay the principal of and premium, if any, and accrued interest on any Auction Rate Bonds, called for redemption; provided, however if the scheduled date of such deposit to the Redemption Account by the Company is not a Business
Day then the date for such deposit to the Redemption Account by the Company shall be the first Business Day immediately preceding the scheduled date of such deposit to the Redemption Account by the Company. 

(ii) Other than during an Auction Rate Period, on the last Business Day prior to the day on which any redemption is to
occur or on the last Business Day prior to the Stated Maturity, into the Bond Fund for credit to the Redemption Account or the Principal Account, as appropriate, the amount required to pay principal of and premium, if any, and accrued interest on
any Bonds called for redemption or at the Stated Maturity, the amount required to pay the principal of the Bonds. 
 In the
event a Direct-Pay Credit Facility is in place, amounts required to be deposited in the Bond Fund for credit to the Redemption Account or the Principal Account, as appropriate, shall be derived solely from the following sources of funds in the
priority indicated and shall be so deposited and credited in the Redemption Account or the Principal Account, as appropriate, on the date indicated: 
 (I) First, on the date any redemption is scheduled to occur and on the Stated Maturity, the proceeds of a draw, borrowing or payment under the Direct-Pay Credit Facility in respect of the amounts
described in the preceding paragraph; and 
 (II) Second, on the date any redemption is scheduled to occur and on
the Stated Maturity, any other moneys provided by the Company pursuant to the preceding paragraph for such purpose. 

  
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 The Trustee shall deposit the proceeds of a draw, borrowing or payment under a Direct-Pay
Credit Facility in a segregated sub-account of the Redemption Account or Principal Account, as the case may be, in the Bond Fund and such proceeds shall not be commingled with moneys in any other Account or sub-account or derived from any other
source. 
 If other moneys are received by the Trustee as advance payments of Note Payments to be applied to the redemption of
all or a portion of the Bonds, such moneys shall be deposited in the Bond Fund for credit to the Redemption Account therein. 
 (c) Immediately following the declaration of principal of and accrued interest on the Bonds then Outstanding to be immediately due and payable pursuant to Section 12.03, into the Bond Fund for credit
to the Acceleration Account, the amount required to pay principal of and accrued interest on such Bonds. 
 In the event a
Direct-Pay Credit Facility is in place, amounts required to be deposited in the Bond Fund for credit to the Acceleration Account shall be derived solely from the following sources of funds in the priority indicated and shall immediately be so
deposited and credited in the Acceleration Account: 
 (I) First, the proceeds of a draw, borrowing or payment
under the Direct-Pay Credit Facility in respect of principal of and accrued interest on the Bonds; and 
 (II)
Second, any other moneys provided by the Company pursuant to the preceding paragraph for such purpose. 
 The Trustee shall
deposit the proceeds of a draw, borrowing or payment under a Direct-Pay Credit Facility in a segregated sub-account of the Acceleration Account in the Bond Fund and such proceeds shall not be commingled with moneys in any other Account or
sub-account or derived from any other source. 
 Notwithstanding anything in this Section 9.02 to the contrary, the Trustee
may not draw under a Direct-Pay Credit Facility to pay amounts due in respect of (i) Bonds held by the Support Facility Issuer, the Authority or the Company, or (ii) Bonds not covered by the Direct-Pay Credit Facility. 

Section 9.03. Application of Moneys in the Bond Fund and the Bond Purchase Fund. 1. The Bond Fund shall be used for the purpose of
making scheduled payments of principal of and interest on the Bonds, of making payments of principal of and premium, if any, and accrued interest on Bonds then subject to redemption in the manner herein provided and of making payments of principal
of and accrued interest on the Bonds then Outstanding that have been declared to be immediately due and payable pursuant to Section 12.03. The moneys in the Bond Fund shall be applied as follows: 

(a) Interest Account. Subject to the succeeding sentence, on each Interest Payment Date, the Trustee shall apply
the amount of moneys then credited to the Interest Account equal to the interest then payable on the Bonds to the payment of such interest on such Interest Payment Date. In the event a Direct-Pay Credit Facility is in place, the Trustee shall
request a draw, borrowing or payment under the Direct-Pay Credit Facility 

  
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in accordance with the terms thereof in an amount equal to the amount required to pay the interest payable on the Outstanding Bonds on such Interest Payment Date and shall notify the Company of
the amount and date of such request. If sufficient funds are not available under Section 9.02(a)(I) to pay such interest, the Trustee shall apply funds, if any, available pursuant to Section 9.02(a)(II), to the extent necessary, to
such payment of interest. If the interest on the Bonds has been paid in full when due and all payments required under the Direct-Pay Credit Facility have been made, the Trustee shall apply remaining funds, if any, available pursuant to
Section 9.02(a)(II) in an amount not to exceed the amount of the draw or borrowing under the Direct-Pay Credit Facility to reimburse the Credit Facility Issuer for such draw or borrowing after such draw or borrowing has been honored by the
Credit Facility Issuer. 
 (b) Principal Account. Subject to the succeeding sentence, on the Stated
Maturity, the Trustee shall apply the amount of moneys then credited to the Principal Account equal to the principal amount of Bonds then payable to the payment of such principal on such date. In the event a Direct-Pay Credit Facility is in place,
the Trustee shall request a draw, borrowing or payment under the Direct-Pay Credit Facility in accordance with the terms thereof in the amount required, to pay such principal amount and shall notify the Company of the amount and date of such
request. If sufficient funds are not available under Section 9.02(b)(I) to pay such principal, the Trustee shall apply funds, if any, available pursuant to Section 9.02(b)(II), to the extent necessary, to such payment. If the
principal of the Bonds has been paid in full when due and all payments required under the Direct-Pay Credit Facility have been made, the Trustee shall apply remaining funds, if any, available pursuant to Section 9.02(b)(II) in an amount
not to exceed the amount of the draw or borrowing under the Direct-Pay Credit Facility to reimburse the Credit Facility Issuer for such draw or borrowing after such draw or borrowing has been honored by the Credit Facility Issuer. 

(c) Redemption Account. The Trustee shall redeem on the date set for the redemption thereof, as provided in Article
V of this Indenture, a principal amount of Bonds then subject to redemption. Subject to the following sentence, the Trustee shall apply an amount credited to the Redemption Account equal to the principal amount and premium, if any, of Bonds then
subject to redemption, together with accrued interest thereon to the redemption date, to the payment of such Bonds on the redemption date from funds described in Section 9.02(b). 

In the event a Direct-Pay Credit Facility is in place, the Trustee shall request a draw under the Direct-Pay Credit Facility in
accordance with the terms thereof, in an amount equal to the amount required to pay the principal amount and premium, if any, of Bonds then to be redeemed, together with accrued interest thereon to the date set for redemption and shall notify the
Company of the date and amount of such request. If sufficient amounts to make such payment are not available under Section 9.02(b)(I), the Trustee shall apply amounts, if any, available pursuant to Section 9.02 (b)(II), to the extent
necessary, to such payment. Such redemption shall be made pursuant to the provisions of Article V. If the redemption price of the Bonds equal to the principal amount of Bonds then to be redeemed, together with premium, if any, and accrued interest
thereon has been paid in full on the redemption date and all payments required under the Direct-Pay Credit Facility have been made, the Trustee shall apply remaining 

  
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funds, if any, available pursuant to Section 9.02(b)(II) in an amount not to exceed the amount of the draw or borrowing under the Direct-Pay Credit Facility to reimburse the Credit
Facility Issuer for such draw or borrowing after such draw or borrowing has been honored by the Credit Facility Issuer. 
 Upon
the retirement of any portion of the Bonds by redemption pursuant to the provisions of this Section 9.03, the Trustee shall file with the Authority and the Company a statement stating the amounts of the Bonds so redeemed and setting forth the
date of their redemption and the amount paid as principal, premium and interest thereon. The expenses in connection with the redemption of the Bonds shall be paid by the Company as Additional Payments. 

All moneys in the Redemption Account on the last Business Day prior to the Stated Maturity shall be transferred to the Principal Account.

 (d) Acceleration Account. The Trustee shall immediately apply an amount credited to the Acceleration
Account equal to the principal amount of and accrued interest on the Bonds then Outstanding that have been declared to be immediately due and payable pursuant to Section 12.03 from funds described in Section 9.02(c). 

In the event a Direct-Pay Credit Facility is in place, the Trustee shall request a draw under the Direct-Pay Credit Facility in
accordance with the terms thereof, in an amount equal to the amount required to pay the principal amount of and accrued interest of the Bonds then Outstanding that have been declared to be immediately due and payable pursuant to Section 12.03
and shall notify the Company of the date and amount of such request. If sufficient amounts to make such payment are not available under Section 9.02(c)(I), the Trustee shall apply amounts, if any, available pursuant to Section 9.02(c)(II),
to the extent necessary, to such payment. If the principal of and interest on the Bonds has been paid in full after such Bonds have been declared to be immediately due and payable and all payments required under the Direct-Pay Credit Facility have
been made, the Trustee shall apply remaining funds, if any, available pursuant to Section 9.02(c)(II) in an amount not to exceed the amount of the draw or borrowing under the Direct-Pay Credit Facility to reimburse the Credit Facility
Issuer for such draw or borrowing after such draw or borrowing has been honored by the Credit Facility Issuer. 
 2. Bond
Purchase Fund. Pursuant to Section 4.02(d) of the Participation Agreement, the Company has agreed that the Company shall, to the extent not paid from a draw or payment under a Liquidity Facility, provide funds to the Trustee for payment to,
or provide funds directly to, the Registrar and Paying Agent for deposit in the Bond Purchase Fund and credit to the Company Account therein established under the Bond Purchase Trust Agreement to be applied to the payment of the Purchase Price of
any Bond pursuant to the Bond Purchase Trust Agreement to the extent not otherwise provided from the sources described in the Bond Purchase Trust Agreement. 
 In the event sufficient funds are not available under Section 2.03(a)(i) of the Bond Purchase Trust Agreement to pay such Purchase Price on the date of purchase of any Bonds pursuant to
Section 5.03, 5.04, 5.08 or 5.09 hereof, the Registrar and Paying Agent on or prior to the time specified in the Bond Purchase Trust Agreement shall direct the Trustee to request a 

  
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draw or payment under the Liquidity Facility in accordance with the terms thereof in the amount required, together with amounts, if any, available under Section 2.03(a)(i) of the Bond
Purchase Trust Agreement, to pay the Purchase Price of such Bonds on such date of purchase. The Trustee shall on or prior to the time specified in the Bond Purchase Trust Agreement request such draw or payment under the Liquidity Facility in
accordance with the terms thereof and shall on or prior to the time specified in the Bond Purchase Trust Agreement transfer the proceeds of such draw or payment to the Registrar and Paying Agent, who shall cause the proceeds of such draw or payment
to be deposited in the Bond Purchase Fund under the Bond Purchase Trust Agreement and credited to the Liquidity Facility Proceeds Account therein. The Registrar and Paying Agent shall notify the Company of the amount and date of such request. The
Registrar and Paying Agent shall promptly notify the Company in the event that it has not received any amounts requested under a Support Facility prior to the time specified in the Bond Purchase Trust Agreement on any date a Purchase Price is due.

 The Remarketing Agent for a subseries of Bonds shall notify the Registrar and Paying Agent and the Trustee, at or prior to
11:00 a.m. (New York City time) on a specified purchase date, of the amount of the proceeds of the related remarketing, and shall specify whether remarketing proceeds (excluding any such proceeds from the Company, the Authority or an affiliate of
either) equal to the full amount of the Purchase Price payable on such purchase date are held by such Remarketing Agent and will be available on such purchase date for the payment of such Purchase Price, and, if the amount of such remarketing
proceeds that will be available on such purchase date for the payment of such Purchase Price shall not be equal to the full amount of the Purchase Price payable on such purchase date, such notice shall specify the amount of the deficiency. By 11:30
a.m. (New York City time) on such purchase date, the Remarketing Agent shall pay to the Registrar and Paying Agent, for deposit in the Bond Purchase Fund and credit to the Remarketing Proceeds Account, an aggregate amount of such remarketing
proceeds equal to the amount stated in such notice to be available on such purchase date for the payment of such Purchase Price. 
 Notwithstanding anything in this Section 9.03 to the contrary, the Trustee may not draw under a Direct-Pay Credit Facility to pay amounts due in respect of (i) Bonds held by the Support Facility
Issuer, the Authority or the Company, or (ii) Bonds not covered by the Direct-Pay Credit Facility. 
 Section 9.04.
Investment of Funds. Moneys in the Bond Fund and the accounts in such fund shall be invested and reinvested by the Trustee, at the written direction of the Company, so long as the Company is not in default hereunder or under the Participation
Agreement, to the extent reasonable and practicable in Investment Securities selected by the Company and maturing in the amounts and at the times as determined by the Company so that the payments required to be made from such funds and accounts may
be made when due and subsequent to the occurrence of an Event of Default hereunder or under the Participation Agreement, the Trustee shall hold moneys in the Bond Fund uninvested. Investment earnings shall be considered on deposit in any Fund or
Account as of the date they are actually received by the Trustee. Notwithstanding the foregoing, so long as a Direct-Pay Credit Facility is in effect, moneys in the Bond Fund, except for proceeds of refunding bonds, shall be held uninvested.


  
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 Moneys on deposit in the Project Fund shall be invested and reinvested by the Trustee at the
express direction of the Company, promptly confirmed in writing (which may be provided by telecopy), so long as the Company is not in default under the Participation Agreement, to the extent reasonable and practicable, in Investment Securities
maturing in such amounts and at such times as it is anticipated by the Company that such moneys will be required to pay the redemption price of the Prior Bonds. 
 The Trustee, with the consent of the Company, shall be authorized to sell any investment when necessary to make the payments to be made from the funds and accounts therein. All earnings on and income from
moneys in said funds and accounts (other than the Project Fund) created hereby shall be considered to be Revenues and shall be held in the respective account in the Bond Fund for use and application as are all other moneys deposited in such
accounts. The Trustee shall, in the statement required by Section 11.07, set forth the Investment Securities held separately in, and the earnings realized on investment for, each fund and account hereunder. The Trustee shall not be liable for
any depreciation in the value of the Investment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the
sale of any investment pursuant hereto. 
 The Trustee may make any such investments through its own investment department upon
written direction of the Company. 
 All Investment Securities shall constitute a part of the respective fund and accounts
therein from which the investment in Investment Securities was made. 

  
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 ARTICLE X 
 PARTICULAR COVENANTS OF THE AUTHORITY 
 Section 10.01. Payment of
Principal of and Interest and Redemption Premium on Bonds. The Authority will promptly pay solely from the Note Payments and other moneys held by the Trustee and available therefor, the principal of, and the interest on, every Bond issued under
and secured by the Indenture and any premium required to be paid for the retirement of said Bonds by redemption, at the places, on the dates and in the manner specified in this Indenture and in said Bonds according to the true intent and meaning
thereof, subject, however, to the provisions of Section 2.02.3. 
 Section 10.02. Performance of Covenants. The
Authority will faithfully perform at all times all covenants, undertakings, stipulations and provisions contained in the Indenture, in any and every Bond and in all proceedings of the Authority pertaining thereto. 

Section 10.03. Further Instruments. The Authority will from time to time execute and deliver such further instruments and take
such further action as may be reasonable and as may be required to carry out the purpose of the Indenture; provided, however, that no such instruments or actions shall pledge the credit of the Authority or the State of New York or the taxing power
of the State of New York or otherwise be inconsistent with the provisions of Section 2.02.3. 
 Section 10.04.
Inspection of Project Books. All books and documents in the possession of the Authority relating to the Project or the Participation Agreement shall at all times be open to inspection by such accountants or other agents as the Trustee may
from time to time designate. 
 Section 10.05. No Extension of Time of Payment of Interest. In order to prevent any
accumulation of claims for interest after maturity, the Authority will not directly or indirectly extend or assent to the extension of the time of payment of any claims for interest on, any of the Bonds and will not directly or indirectly be a party
to or approve any such arrangement by purchasing such claims for interest or in any other manner. In case any such claim for interest shall be extended in violation hereof, such claim for interest shall not be entitled, in case of any default
hereunder, to the benefit or security of the Indenture except subject to the prior payment in full of the principal of, and premium, if any, on, all Bonds issued and outstanding hereunder, and of all claims for interest which shall not have been so
extended or funded. 
 Section 10.06. Trustee’s, Auction Agent’s, Remarketing Agent’s, Broker-Dealers’
Registrar and Paying Agent’s and Indexing Agent’s Fees, Charges and Expenses. Pursuant to the provisions of Section 4.02 of the Participation Agreement, the Company has agreed to pay the fees and the expenses (including, in the
case of the Trustee, the Registrar and Paying Agent and the Remarketing Agents, the reasonable fees and expenses of counsel and accountants) of the Trustee, the Registrar and Paying Agent, Indexing Agent, Remarketing Agents and in the case of
Auction Rate Bonds, the Auction Agent and Broker-Dealers, in the amounts set forth more fully therein, and the Authority shall have no liability for the payment of 

  
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any fees or expenses of the Trustee, the Registrar and Paying Agent, Indexing Agent, Remarketing Agents and in the case of Auction Rate Bonds, the Auction Agent and Broker-Dealers. 

Section 10.07. Agreement of the State of New York. In accordance with the provisions of subdivision 11 of Section 1860 of the
Act, the Authority, on behalf of the State of New York, does hereby pledge to and agree with the Bondholders that the State of New York will not limit or alter the rights and powers vested by the Act in the Authority to fulfill the terms of any
contract made with Bondholders, or in any way impair the rights and remedies of such Bondholders, until the Bonds, together with the premium and interest thereon, with (to the extent permitted by law) interest on any unpaid installments of interest,
and all costs and expenses in connection with any action or proceeding by or on behalf of such Bondholders, are fully met and discharged. 
 Section 10.08. Recording and Filing. Pursuant to the Participation Agreement, the Company covenants that it will cause all financing statements related to this Indenture and all supplements thereto
and the Participation Agreement and all supplements thereto, as well as such other security agreements, financing statements and all supplements thereto and other instruments as may be required from time to time to be kept, to be recorded and filed
in such manner and in such places as may from time to time be required by law in order to preserve and protect fully the security of Holders and the rights of the Trustee hereunder, and to take or cause to be taken any and all other action necessary
to perfect the security interest created by this Indenture. The Company is obligated under Section 5.08 of the Participation Agreement to file all such financing statements and other security agreements. The Trustee is hereby authorized to file
all financing statements in the event that the Company does not file them. 
 Section 10.09. Rights Under the Participation
Agreement and the Note. The Participation Agreement, a duly executed counterpart of which has been filed with the Trustee, sets forth the covenants and obligations of the Authority and the Company and reference is hereby made to the same for a
detailed statement of said covenants and obligations of the Company thereunder. Subsequent to the issuance of Bonds and prior to their payment in full or provision for payment thereof in accordance with the provisions hereof, neither the
Participation Agreement nor the Note may be effectively amended, changed, modified, altered or terminated except in accordance with the provisions of Article XIV hereof. The Authority agrees that the Trustee, in its name or in the name of the
Authority, may enforce all rights of the Authority and all obligations of the Company under and pursuant to the Participation Agreement and the Note for and on behalf of the Holders, whether or not the Authority is in default hereunder. The Note
heretofore delivered to the Trustee evidences the obligations of the Company to make certain specified payments under the Participation Agreement. Nothing herein contained shall be construed to prevent the Authority from enforcing directly any or
all of its rights to administrative compensation or indemnification under the Participation Agreement. 

  
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 ARTICLE XI 
 CONCERNING THE TRUSTEE; APPOINTMENT OF 
 REGISTRAR AND PAYING AGENT,
REMARKETING AGENT, 
 AUCTION AGENT AND INDEXING AGENT 

Section 11.01. Appointment of Trustee. The Bank of New York Mellon is hereby appointed the Trustee hereunder and by the execution
of this Indenture accepts such appointment and without further act, deed or conveyance, shall be fully vested with all the estate, properties, rights, powers, trusts, duties and obligations of the Trustee hereunder. 

The Trustee shall set up suitable accounts for the deposit of the Note Payments and for the payment of the Bonds and the interest thereon
and for all other payments provided or required by this Indenture, including, without limiting the generality of any of the foregoing, setting up of the Funds created by Articles VIII and IX. 

Section 11.02. Indemnification of Trustee as Condition for Remedial Action. The Trustee shall be under no obligation to institute
any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the
enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability; the Trustee may,
nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without indemnity, and in such case the Trustee shall be reimbursed from the Additional Payments required to be made
pursuant to the Participation Agreement for all costs and expenses, outlays and counsel fees and other reasonable disbursements incurred in connection therewith. If the Company shall fail to make such reimbursement, the Trustee may reimburse itself
from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference over the Bonds; provided, however, that the proceeds of a Support Facility or of remarketing of Bonds shall be applied solely as set forth
elsewhere herein and in such Support Facility and shall not be applied to the reimbursement set forth in this Section 11.02. Notwithstanding the foregoing, the Trustee shall make all payments of principal of and premium, if any, and interest on
the Bonds then Outstanding when due, when called for redemption or when declared to be immediately due and payable pursuant to this Indenture and of the Purchase Price of the Bonds in accordance with this Indenture. 

Section 11.03. Trustee Not Liable for Failure of the Authority or Company to Act. The Trustee shall not be liable or responsible
because of the failure of the Authority or the Company or any of their employees or agents to make any collections or deposits or to perform any act herein required of the Authority or the Company. The Trustee shall not be responsible for the
application of any of the proceeds of the Bonds or any other moneys deposited with it and paid out, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of this
Indenture. The immunities and exemptions from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents. 

  
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 Section 11.04. Certain Duties and Responsibilities of the Trustee. (a) Except
during the continuance of an Event of Default specified in Section 12.01 of which the Trustee has been notified or is deemed to have notice as provided in Section 11.08, 

(1) the Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (b) In case an Event of Default specified in
Section 12.01 has occurred and is continuing of which the Trustee has been notified or is deemed to have notice as provided in Section 11.08, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in such exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (c) None of the provisions of this Indenture shall be construed to relieve the Trustee from liability for negligent action, negligent failure to act, or willful misconduct, except that 

(1) this subsection (c) shall not be construed to limit the effect of subsection (a) of this Section;

 (2) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers,
unless it shall be proved that the Trustee was negligent; 
 (3) in the absence of bad faith on its part, the
Trustee shall be protected and shall incur no liability in acting or proceeding or in not acting or not proceeding upon any resolution, order, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher requisition, bond
or other paper or document which the Trustee shall believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written
opinion of any attorney, engineer, accountant or other expert believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements; 
 (4) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less


  
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than a majority in aggregate principal amount of the Outstanding Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under the provisions of this Indenture; and 
 (5) no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (d) Notwithstanding anything contained elsewhere in this Indenture, the Trustee shall have the right to reasonably require, in respect of the payment or withdrawal of any moneys or the taking of any
action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that required by the terms hereof as a condition of such action by
the Trustee. 
 (e) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by
or through attorneys, agents or receivers, and shall not be responsible for any negligence or misconduct on the part of any such attorney, agent or receiver appointed by it if the Trustee shall have exercised due care and diligence in appointing or
selecting such person, and shall be entitled to the advice of counsel of its selection concerning all matters of the trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents and
receivers as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney or attorneys (who may be the attorney or attorneys for the Authority or the Company), approved by the
Trustee in the exercise of reasonable care, and the Trustee shall not be responsible for any loss or damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice. 

(f) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon a certificate of an Authorized
Company Representative or an Authorized Officer. 
 (g) The Trustee shall not be accountable for the use by the
Company of any proceeds of the Bonds authenticated or delivered hereunder. 
 (h) The Trustee shall not be
required to give any bonds or surety in respect of the execution of its trusts and powers hereunder. 
 (i) The
Trustee may treat and deem the Holder of any Bonds as set forth in the books of the registry hereunder as the absolute owner thereof. 
 (j) Notwithstanding any other provision of this Indenture, in determining whether the rights of the Holders will be adversely affected by any action taken pursuant


  
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to the terms and provisions of this Indenture, the Trustee shall consider the effect on the Holders as if there were no Support Facilities. 

Section 11.05. Limitations on Obligations and Responsibilities of Trustee. The Trustee shall be under no obligation to effect or
maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Company, or to report, or make or file claims or proof of loss for, any loss or damage insured against or which
may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made. The Trustee, except as to the acceptance of the trusts by its execution of this Indenture and the performance
of its responsibilities hereunder, shall have no responsibility in respect of the validity, sufficiency, due execution or acknowledgment of this Indenture, or in respect of the validity of the Bonds or the due execution or issuance thereof. The
Trustee shall be under no obligation to see that any duties herein or in the Participation Agreement, the Remarketing Agreement, the Auction Agency Agreement, the Broker-Dealer Agreement or any Support Facility imposed upon the Authority, the
Company, the issuer of any Support Facility, or any party other than itself in its capacity as Trustee, or any covenants herein contained on the part of any party other than itself in its capacity as Trustee to be performed, shall be done or
performed, and the Trustee shall be under no obligation for failure to see that any such duties or covenants are so done or performed. 
 Section 11.06. Compensation and Indemnification of Trustee. The Company has agreed in the Participation Agreement (1) to pay to the Trustee from time to time such compensation for all services
rendered by it hereunder or shall from time to time be agreed in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder. 
 Section 11.07. Statements from
Trustee. It shall be the duty of the Trustee, on or about the fifteenth (15th) day of each month, and at such other reasonable time or times as may be determined by the Authority or the Company, to file with the Authority, upon the written
request thereof, and the Company a statement setting forth in respect of the preceding calendar month: 
 (a) the
amount withdrawn or transferred by it and the amount received by it and held on account of each Fund under the provisions of this Indenture; 
 (b) the amount on deposit with it at the end of such calendar month to the credit of each such Fund or Account; 

  
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 (c) a monthly account of reconciliation and income which includes a brief
description of all obligations held by it as an investment of moneys in each such Fund or Account; 
 (d) the
amount applied to the redemption of the Bonds under the provisions of Article V and Section 9.03 and the amount of the Bonds remaining Outstanding; and 
 (e) any other information which the Authority or the Company may reasonably request. 
 All records and files pertaining to the Bonds and the Company in the custody of the Trustee shall be open at all reasonable times upon prior notice to the inspection of the Authority, the Company and
their agents and representatives. 
 Section 11.08. Notice of Default. Except upon the happening of any Event of Default
specified in clauses (a) through (d), inclusive, of Section 12.01, the Trustee shall not be obliged to take notice or be deemed to have notice of any Event of Default hereunder, unless a Responsible Officer of the Trustee shall have actual
knowledge thereof or be specifically notified in writing of such Event of Default by the issuer of any Support Facility, any Remarketing Agent, the Auction Agent or the Holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Bonds Outstanding and such written notice shall state that it is a “notice of default.” 
 Section
11.09. Trustee May Deal in Bonds. The bank or trust company acting as Trustee under this Indenture, and its directors, officers, employees or agents, may in good faith buy, sell, own, hold and deal in the Bonds issued under and secured by
this Indenture, and may join in the capacity of a Holder of a Bond in any action which any Holder of a Bond may be entitled to take with like effect as if such bank or trust company were not the Trustee under this Indenture. 

Section 11.10. Trustee Not Responsible For Recitals. The recitals, statements and representations contained herein and in the
Bonds shall be taken and construed as made by and on the part of the Authority, and not by the Trustee, and the Trustee assumes, and shall be under, no responsibility for the correctness of the same or for the recording or re-recording or filing or
refiling of the Indenture or any supplements thereto or any instruments of further assurance (including financing statements) except as otherwise provided herein. The Trustee makes no representations as to the value of any property pledged hereunder
to the payment of Bonds or as to the title of the Authority or the Company thereto or as to the validity, sufficiency or adequacy of the security afforded thereby or hereby or as to the validity of this Indenture, the Note, the Participation
Agreement, any Support Facility or of the Bonds. 
 Section 11.11. Qualification of the Trustee. There shall at all times
be a Trustee hereunder which shall be a trust company or bank in good standing located in or incorporated under the laws of the State of New York, duly authorized to exercise trust powers and subject to examination by Federal or State authority, and
having reported capital and surplus of not less than $75,000,000. The Trustee hereunder shall not be required to maintain, and any 

  
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successor Trustee shall not be required to have, an office in the city in which the principal corporate trust office of the initial Trustee hereunder is located. 

If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.11, it shall resign
immediately in the manner and with the effect specified in Section 11.12. 
 Section 11.12. Resignation and Removal of
Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 11.13.

 (b) The Trustee may resign at any time by giving written notice thereof to the Authority, any Credit Facility
Issuer and the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the retiring Trustee, at the expense of the
Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c) The
Trustee may be removed at any time by demand of the Holders of a majority in principal amount of the Bonds then Outstanding, signed in person by such Holders or by their attorneys, legal representatives or agents and delivered to such Trustee, the
Authority and the Company (such demand to be effective only when received by the Trustee, the Authority and the Company). 
 (d) If at any time: 
 (1) the Trustee shall cease to be eligible
under Section 11.11 and shall fail to resign after written request by the Authority or by a Holder who shall have been a bona fide Holder for at least six months, 

(2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or 

(3) the Trustee shall breach any trust or obligation hereunder, 
 then, in any such case, (i) the Authority may remove, and the Company may, so long as no Event of Default shall have occurred and be continuing, direct the Authority to remove, the Trustee, or
(ii) any Holder who has been a bona fide Holder for at least six months may, on behalf of herself and all other similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor.

 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of the Trustee for any cause, the Authority shall promptly appoint a successor; the Company or the issuer of any Support Facility or both of them, having the right to request the appointment of a particular qualified institution as


  
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such successor. Within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee may be appointed by an instrument or concurrent instruments
in writing executed by the Holders of a majority in principal amount of the Bonds then Outstanding delivered to the Authority and the retiring Trustee, and, upon such delivery, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Authority. 
 (f) The Authority shall give notice to the Trustee, the Company, the applicable Remarketing Agents, the Registrar and Paying Agent, the Auction Agent, if any, and the Bondholders of each resignation and
each removal of a Trustee and each appointment of a successor Trustee in the manner set forth in Section 17.03 with respect to Bondholders and Section 17.09 with respect to the Company, the Auction Agent and the applicable Remarketing
Agents. Each notice shall include the name and address of the Principal Corporate Trust Office of the successor Trustee. 
 (g) The Trustee at any time other than during the continuance of an Event of Default and for any reason may be removed by an instrument in writing, executed by an Authorized Officer, appointing a
successor, filed with the Trustee so removed. 
 Section 11.13. Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor, and also to the Authority and the Company, an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, shall
become fully vested with all the rights, immunities, powers and trusts and subject to all the duties and obligations, of its predecessor; but such predecessor shall, nevertheless, on written request of its successor or of the Authority and upon
payment of expenses, charges and other disbursements of such predecessor which are payable pursuant to the provisions of Sections 11.02 and 11.06, execute and deliver an instrument transferring to such successor Trustee all the rights, immunities,
powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all property and moneys held by it hereunder to its successor, subject, nevertheless, to its first lien and preference provided for in Sections 11.02 and
11.06. Should any instrument in writing from the Authority be required by any successor Trustee for more fully vesting in such Trustee the rights, immunities, powers and trusts hereby vested or intended to be vested in the predecessor Trustee, any
such instrument in writing shall and will, on request, be executed, acknowledged and delivered by the Authority. 
 Every
successor Trustee appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State of New York, duly authorized to exercise trust powers and subject to examination by
Federal or State authority, having a reported capital and surplus of not less than $75,000,000. 
 Notwithstanding any of the
foregoing provisions of this Article, any bank or trust company having power to perform the duties and execute the trusts of this Indenture and otherwise qualified to act as Trustee hereunder with or into which the bank or trust company acting as
Trustee may be converted, merged or consolidated, or to which the corporate trust 

  
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business assets as a whole or substantially as a whole of such bank or trust company may be sold, shall be deemed the successor of the Trustee. 

Section 11.14. Appointment of Remarketing Agents. A Remarketing Agent or Agents shall be appointed by the Authority for the Bonds
prior to the end of the Initial Term Rate Period, and the Remarketing Agent or Agents shall enter into a Remarketing Agreement or Agreements to perform remarketing services as provided in such agreement or agreements. A Remarketing Agent for any
subseries, including any successor appointed pursuant hereto, shall be a member of the National Association of Securities Dealers, Inc. having capitalization of at least $50,000,000, and be authorized by law to perform all the duties imposed upon it
by this Indenture, the Bond Purchase Trust Agreement and the Remarketing Agreement. A Remarketing Agent may be removed at any time by the Authority, upon thirty (30) days’ notice, acting at the written direction of the Company by an
instrument signed by the Authority and filed with the Trustee, the Registrar and Paying Agent, the Remarketing Agent and the Company. Except during a Term Rate Period of greater than thirteen months or a Fixed Rate Period, if there shall not be at
least one Remarketing Agent serving as such for any subseries of Bonds following the effective date of a proposed removal of a Remarketing Agent for such subseries, no such removal shall take effect until the appointment of a successor Remarketing
Agent for such subseries of Bonds. The Remarketing Agent for any subseries of Bonds may resign upon thirty (30) days written notice delivered to the Company, the Authority, the Trustee, the Registrar and Paying Agent and the issuer of any
Support Facility. The Company shall use its best efforts to cause the Authority to appoint a successor Remarketing Agent that is a qualified institution, effective as of the effectiveness of any such resignation or removal. Each successor
Remarketing Agent shall be a qualified institution selected and appointed by the Authority, upon the written request and with the approval of the Company. If there shall be more than one Remarketing Agent serving as such for a subseries of Bonds,
the Authority, at the request of the Company, shall designate one such Remarketing Agent as “Remarketing Representative” to act on behalf of all Remarketing Agents for such subseries, and each other Remarketing Agent shall agree in writing
to accept the determinations of such Remarketing Representative. 
 Section 11.15. Appointment of Registrar and Paying
Agent. The Bank of New York Mellon in New York, New York is hereby appointed by the Authority to serve as the Registrar and Paying Agent hereunder. The Company shall have the right to request the appointment of an institution meeting the
requirements of Section 11.19 to serve as successor thereto in the event of the removal or resignation of such Registrar and Paying Agent. 
 The Trustee hereby appoints any Registrar and Paying Agent appointed hereunder as authenticating agent. 
 Section 11.16. General Provisions Regarding Registrar and Paying Agent. 
 (a) The Registrar and Paying Agent shall: 
 (i) hold all Bonds
delivered to it for purchase hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until moneys representing the Purchase Price of such Bonds shall have been delivered to or for


  
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the account of or to the order of such Holders and deliver said Bonds in accordance with the provisions of this Indenture; 

(ii) hold all moneys delivered to it for the purchase of Bonds, in trust for the benefit of the person or entity who has
delivered such moneys until the Bonds purchased with such moneys have been delivered to or for the account of such person or entity as provided in this Indenture; 

(iii) maintain the books of registry and keep such books and records as shall be consistent with prudent industry practice
and make such books and records available for inspection by the Trustee, the Remarketing Agent, the Authority and the Company at all reasonable times; and 
 (iv) perform the duties and undertake the obligations assigned to them in Sections 7.02 through 7.06; 
 (b) The Registrar and Paying Agent may deem and treat the Holder of any Bonds as set forth in the books of registry hereunder as the absolute owner thereof; 

(c) The Registrar and Paying Agent may in good faith hold any other form of indebtedness issued by the Authority or any
security issued by the Company, or any affiliate of the Company; own, accept or negotiate any drafts, bills of exchange, acceptances or obligations thereof; and make disbursements therefor and enter into any commercial or business arrangement
therewith; all without any liability on the part of such Registrar and Paying Agent for any real or apparent conflict of interest by reason of any such actions; and 

(d) The Registrar and Paying Agent agrees to cooperate with the Trustee and the Company in preparing and conveying
information necessary for drawings under any Support Facility. To the extent that any other certificate to be submitted by the Trustee to an issuer of a Support Facility in connection with a drawing under the Support Facility requires the Trustee to
state that the Registrar and Paying Agent has certified certain information to the Trustee, the Registrar and Paying Agent agrees to provide such certification to the Trustee to the extent such information is known to it. 

Section 11.17. Payment of Registrar and Paying Agent; Indemnification. The Authority will cause the Company to agree in the
Participation Agreement to pay all reasonable fees, charges and expenses of the Registrar and Paying Agent for acting under and pursuant to this Indenture. In addition, the Authority will cause the Company to agree in the Participation Agreement to
indemnify the Registrar and Paying Agent and its directors, officers and employees against and save them harmless from any and all losses, costs, charges, expenses, judgments and liabilities incurred while carrying out the transactions contemplated
by this Indenture, except that said indemnity does not apply to the extent that they are caused by the negligent action, negligent failure to act or willful misconduct of the Registrar and Paying Agent or its directors, officers, employees or
agents. 
 Section 11.18. Registrar and Paying Agent’s Performance; Duty of Care. The duties and obligations of the
Registrar and Paying Agent shall be determined solely by the 

  
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provisions of this Indenture. None of the provisions of this Indenture shall be construed to relieve the Registrar and Paying Agent from liability for negligent action, negligent failure to act
or willful misconduct, except that (a) the Registrar and Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and, in the absence of bad faith on the part of
the Registrar and Paying Agent, the Registrar and Paying Agent may conclusively rely, as to the truth of the statements expressed therein, upon any document furnished to the Registrar and Paying Agent and conforming to the requirements of this
Indenture and the Registrar and Paying Agent may conclusively rely and shall be protected in acting upon any document believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that, in the case of any
such document which by any provision of this Indenture is specifically required to be furnished to the Registrar and Paying Agent, the Registrar and Paying Agent shall be under a duty to examine the same to determine whether or not it conforms to
the requirements of this Indenture, and (b) no provisions of this Indenture shall require the Registrar and Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder. The Registrar and Paying Agent may act upon the opinion or advice of any attorney or attorneys (who may be the attorney or attorneys for the Authority or the Company), approved by the Trustee in the exercise of reasonable care, and the
Registrar and Paying Agent shall not be responsible for any loss or damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice. 
 Section 11.19. Qualifications of Registrar and Paying Agent. The Registrar and Paying Agent, including any successor appointed pursuant to this Indenture, shall be a bank with trust powers and a
corporation duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital and unimpaired surplus of at least $50,000,000 and authorized by law to exercise trust powers and perform all the
duties imposed upon it by this Indenture. Unless the Bonds bear an Auction Rate, or a Fixed Rate, the Registrar and Paying Agent shall have an office or agency in New York, New York capable of performing its obligations hereunder. 

Section 11.20. Resignation or Removal of Registrar and Paying Agent and Successor to Registrar and Paying Agent; Termination of
Registrar and Paying Agent’s Obligations. The Registrar and Paying Agent may at any time resign and be discharged of the duties and obligations created hereunder and under the Bond Purchase Trust Agreement by giving at least sixty
(60) days’ notice to the Authority, the Company, the Trustee, the Credit Facility Issuer and the Remarketing Agent. The Registrar and Paying Agent may be removed at any time upon and pursuant to the request of the Company by an instrument,
signed by the Authority and filed with the Trustee, the Credit Facility Issuer and the Registrar and Paying Agent and the Company, provided that such removal shall not take effect until the appointment of a successor Registrar and Paying Agent. The
Authority at the request of the Company shall appoint a successor Registrar and Paying Agent effective as of the effectiveness of any such resignation or removal. Each successor Registrar and Paying Agent shall be a qualified institution selected by
the Company and, so long as a Credit Facility is in effect and no Support Facility Issuer Default has occurred and is continuing, the issuer of a Support Facility, and approved and appointed by the Authority. 

  
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 In the event of the resignation or removal of the Registrar and Paying Agent, the Registrar
and Paying Agent shall pay over and deliver any moneys and Bonds held by it in such capacity to its successor or, if there is no successor, to the Trustee. In the event that there is no successor to the Registrar and Paying Agent on the effective
date of its resignation, the entity acting as Trustee shall perform the functions of the Registrar and Paying Agent; provided that moneys held by the Trustee pursuant to this paragraph shall not be deemed to be held by the Trustee in its capacity as
Trustee. 
 Section 11.21. Appointment of Auction Agent; Qualifications of Auction Agent, Resignation; Removal. On or
before the effective date of a Change in the Interest Rate Mode to an Auction Rate, an Authorized Officer of the Authority upon the written direction of an Authorized Company Representative shall appoint an Auction Agent for the Bonds. The Auction
Agent shall evidence its acceptance of such appointment by entering into an Auction Agency Agreement with the Company. The Auction Agent shall be (a) a bank or trust company duly organized under the laws of the United States of America or any
state or territory thereof having its principal place of business in the Borough of Manhattan, in The City of New York and having a combined capital stock, surplus and undivided profits of at least $25,000,000 or (b) a member of the National
Association of Securities Dealers, Inc., having a capitalization of at least $25,000,000 and, in either case, authorized by law to perform all the duties imposed upon it under the Auction Agency Agreement. The Auction Agent may at any time resign
and be discharged of the duties and obligations created by this Indenture by giving at least ninety (90) days’ notice to the Trustee, the Company, the Authority, and in the case the Auction Agent is also serving as Trustee, to any
Remarketing Agent. During the Auction Rate Period, the Auction Agent may be removed at any time by the Authority acting at the request of the Company by an instrument signed by the Authority and filed with the Company, the Auction Agent, any
Remarketing Agent and the Registrar and Paying Agent upon at least ninety (90) days’ notice; provided that if required by a Remarketing Agent, an agreement shall be entered into with a successor Auction Agent. 

If the Auction Agent shall fail to determine, or for any reason fail to timely provide, a rate of interest pursuant to the Auction
Procedures for three consecutive Auction Periods, the Authority shall use its best efforts to remove the then-existing Auction Agent and appoint a successor Auction Agent in accordance with this Indenture and the then-existing Auction Agency
Agreement. 
 Section 11.22. Appointment of Broker-Dealers. Prior to any Change in the Interest Rate Mode to an Auction
Rate Period, the Company with the approval of the Authority shall appoint an initial Broker-Dealer and any additional initial Broker-Dealers. Thereafter, the Company may select, with the approval of the Authority, from time to time one or more
additional persons to serve as Broker-Dealers under Broker-Dealer Agreements. Notwithstanding anything in this Indenture or the Auction Agency Agreement to the contrary, the Authority may substitute any Broker-Dealer for a subseries with a new
Broker-Dealer in a written direction, provided at the request of the Company, to the Auction Agent and to the Broker-Dealer to be substituted at any time not less than thirty (30) days in advance of the date of substitution. 

  
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 Section 11.23. Appointment of Additional Paying Agents; Each Paying Agent to Hold Money
in Trust. The Authority may at the request of the Company appoint an additional Paying Agent or Paying Agents for the Bonds. Each such Paying Agent shall hold in trust subject to the provisions of the Indenture for the benefit of the Holders all
sums held by such Paying Agent for the payment of the principal of, premium, if any, and interest on the Bonds. Any such Paying Agent may be any person or corporation authorized to perform such functions, including to the extent permitted by law,
the Company. 
 Section 11.24. Appointment and Duties of Indexing Agents. Standard & Poor’s Securities
Evaluations, Inc. is hereby appointed as Indexing Agent for the Bonds for the purpose of calculating each Rate Index defined in Section 1.01. The Authority may, with the approval of the Company, appoint additional or successor Indexing Agents,
subject to the conditions set forth in this Section. There may be separate Indexing Agents for the purpose of calculating each Rate Index defined in Section 1.01. The Indexing Agent shall designate to the Trustee its principal office and
signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Authority, the Trustee, the Company and the Remarketing Agent under which the Indexing Agent will agree,
particularly: 
 (a) to compute the Daily Rate Index, the Commercial Paper Rate Index, the Weekly Rate Index, the
Monthly Rate Index, the Semi-annual Rate Index, the Term Rate Index or the Fixed Rate Index, as the case may be, pursuant to and in accordance with Section 3.01, and to give notice to the Trustee, the Registrar and Paying Agent, the Remarketing
Agent and the Company of such Rate Index on the date of the computation thereof in accordance with Section 3.01; and 
 (b) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Authority, the Trustee, the Registrar and Paying
Agent, the Remarketing Agent and the Company at all reasonable times. 
 The Indexing Agent will perform the duties provided for
in Section 3.01. Whenever the Indexing Agent makes a computation under that Section, it will promptly notify the Trustee, the Registrar and Paying Agent, the Authority, the Remarketing Agent (and during any Auction Rate Period, the Auction
Agent), and the Company of the results and date of computation. The Indexing Agent will keep adequate records pertaining to the performance of its duties and allow the Trustee, any Credit Facility Issuer, Registrar and Paying Agent, the Authority,
the Remarketing Agent and the Company (and, if appropriate, the Auction Agent) to inspect the records at reasonable times. 

Section 11.25. Qualifications of Indexing Agents. Each Indexing Agent shall be a commercial bank, a member of the National
Association of Securities Dealers, Inc. or a nationally recognized municipal securities evaluation service authorized by law to perform all the duties imposed upon it by the Indenture. Any Indexing Agent may at any time resign and be discharged of
the duties and obligations created by the Indenture by giving at least sixty (60) days’ notice to the Authority, the Company, the Remarketing Agent and the Trustee. The Indexing Agent may be removed at any time, at the written direction of
the Company, by an 

  
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instrument, signed by the Authority, filed with the Company, the Indexing Agent, the Remarketing Agent, the Trustee, any Credit Facility Issuer and the Registrar and Paying Agent. 

  
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 ARTICLE XII 
 EVENTS OF DEFAULT; REMEDIES UPON 
 OCCURRENCE THEREOF 

Section 12.01. Events of Default. Each of the following is hereby defined as and declared to be and shall constitute an
“Event of Default”: 
 (a) Payment of the principal of and premium, if any, on any Bond (whether by
maturity, proceedings for redemption, purchase in accordance with Article V hereof or the Remarketing Agreement, or otherwise) shall not be made when the same shall become due and payable; or 

(b) Payment of any installment of interest on any Bond shall not be made when the same shall become due and payable and
such nonpayment shall continue for one (1) Business Day; or 
 (c) Receipt by the Trustee of written notice
from the Support Facility Issuer of the occurrence of a Terminating Event under the Support Facility, if applicable, or the agreement providing for the issuance thereof; or 

(d) Receipt by the Trustee of written notice from the Support Facility Issuer following a draw on or borrowing or payment
under such Support Facility for the payment of interest on the Bonds that the Support Facility has not been reinstated in the amount so drawn, borrowed or paid; or 

(e) Failure by the Authority in the due and punctual performance of any of the covenants, conditions, agreements,
provisions or obligations, other than as set forth in (a) and (b) above, contained in the Bonds or in this Indenture or in any Supplemental Indenture on the part of the Authority to be performed, and such failure shall continue for ninety
(90) days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Authority, the Company, the Governor, the Comptroller and the Attorney General of the State of New York, by the Trustee or
to the Trustee, the Authority and the Company by the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding as provided for in Section 12.08; provided that if any such failure shall
be such that it cannot be cured or corrected within such ninety (90) day period, it shall not constitute an Event of Default hereunder if curative or corrective action is instituted within such period and diligently pursued until the failure of
performance is cured or corrected; or 
 (f) The occurrence of an event of default as defined in
Section 7.01 of the Participation Agreement. 
 Section 12.02. Notice to Holders and Others Upon Occurrence of an Event
of Default or a Payment Default. 1. The Trustee shall give notice to the Bondholders of all Events of Default within sixty (60) days after the Trustee has been notified thereof or is deemed to have notice thereof as provided in
Section 11.08, unless the Event of Default shall have been cured before the giving of such notice or unless the Trustee shall deem it in the best interest of the 

  
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Holders to defer or withhold notice under this Section; provided, however, that if a notice of an Event of Default is given to any Bondholder, the Trustee shall concurrently therewith cause a
copy to be provided to all beneficial owners. 
 2. So long as ownership of Auction Rate Bonds is maintained in book-entry form
by the Securities Depository, upon the occurrence of an Event of Default, the Trustee shall immediately send a notice thereof in substantially the form required by the Auction Agency Agreement to the Auction Agent and to the registered Holders of
each series of Bonds by telecopy or similar means. 
 3. So long as the ownership of Auction Rate Bonds is maintained in
book-entry form by the Securities Depository, the Trustee shall immediately send a notice in substantially the form required by the Auction Agency Agreement to the Auction Agent and to the registered Holders of each series of Bonds by telecopy or
similar means if an Event of Default has been cured or waived in accordance with this Article XII. 
 4. Upon the
occurrence of a Payment Default, or in the event such Payment Default is cured, the Trustee shall give the Auction Agent the notices referred to in the definition of “Payment Default” and Section 3.03.1 hereof, as the case may be.

 Section 12.03. Declaration of Principal and Interest As Due. Notwithstanding the pendency of a mandatory tender under
Section 5.09, upon the occurrence of an Event of Default specified in clause (c) or (d) of Section 12.01 of which the Trustee has been notified by the Support Facility Issuer, then the Trustee shall upon the written request or
direction of such Support Facility Issuer, unless a Support Facility Issuer Default has occurred and is continuing, declare the principal of and accrued interest on all the Bonds then Outstanding (if not then due and payable) to be due and payable
immediately, and upon such declaration the same shall become due and be immediately due and payable. Upon the occurrence and continuation of any Event of Default, except for an Event of Default specified in clause (c) or (d) of
Section 12.01, of which the Trustee has been notified or is deemed to have notice as provided in Section 11.08, then and in every case the Trustee by a notice in writing to the Authority, the Company and (to addresses then specified by the
Authority) the Governor, the Comptroller and the Attorney General of the State of New York may with the written consent of the Credit Facility Issuer, (such consent, however, not being required if a Support Facility Issuer Default has occurred and
is continuing) if any, and upon the written request or direction of the Credit Facility Issuer, if any, so long as no Support Facility Issuer Default has occurred and is continuing, or, if a Credit Facility is not in effect or a Support Facility
Issuer Default has occurred and is continuing, upon the written request or direction of the Holders of not less then twenty-five percent (25%) in principal amount of the Bonds then Outstanding (determined in accordance with the provisions of
Section 13.03) shall, declare the principal of and accrued interest on all the Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become due and be immediately due
and payable, anything contained in the Bonds or in this Indenture to the contrary notwithstanding. If, however, at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or
decree in any suit, action or proceeding instituted on account of such Event of Default, or before the completion of the enforcement of any other remedy under this Indenture, moneys shall have accumulated in the Bond Fund sufficient to pay the
principal of 

  
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and any premium (or redemption price) on all Bonds (or portions of the principal amount thereof) then or theretofore required to be redeemed pursuant to any provisions of this Indenture
(excluding principal not then due except by reason of the aforesaid declaration) and all arrears of interest and interest then due, if any, upon Bonds then Outstanding and if the fees, compensation, expenses, disbursements, advances and liabilities
of the Trustee and all other amounts then payable by the Company under the Participation Agreement and the Note shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other Event of Default
known to the Trustee in the observance or performance of any covenant, condition or agreement contained in the Bonds or in this Indenture (other than default in the payment of the principal of such Bonds then due only because of a declaration under
this Section) shall have been remedied to the satisfaction of the Trustee or the Company shall be taking, or shall be causing to be taken, appropriate action in good faith to effect its cure, and all Events of Default have been rescinded and
annulled by the Trustee (or in the case of an Event of Default specified in clause (c) or (d) of Section 12.01, by any Support Facility Issuer), and to the extent a Support Facility is in effect, the issuer of such Support Facility
has delivered to the Trustee a written notice to the effect that any amounts drawn, borrowed or paid under such Support Facility to pay accrued interest on the Bonds have been reinstated in the amount of such draw, borrowing or payment, then and in
every such case the Trustee may, with the written consent of the Support Facility Issuer, if any, unless a Support Facility Issuer Default has occurred and is continuing, and upon the written request or direction of the Support Facility Issuer, if
any, unless a Support Facility Issuer Default has occurred and is continuing, or, if a Support Facility is not in effect or a Support Facility Issuer Default has occurred and is continuing, upon the written request or direction of the Holders of not
less than a majority in aggregate principal amount of the Bonds (determined in accordance with the provisions of Section 13.03) then Outstanding shall, by written notice to the Authority, rescind and annul such declaration and its consequences;
provided, however, that notwithstanding any such rescission and annulment during an Auction Rate Period, the Bonds shall continue to bear interest at the Overdue Rate for the applicable period of time determined pursuant to Article III. No such
rescission or annulment pursuant to the next preceding sentence shall extend to or affect any subsequent default or impair any right consequent thereto. 
 Section 12.04. Action by Trustee Upon Occurrence of Event of Default. Upon the occurrence and continuation of an Event of Default the Trustee (i) for and on behalf of the Holders of the Bonds,
shall have the same rights hereunder which are possessed by any Holders of the Bonds; (ii) shall be authorized to proceed, in its own name and as trustee of an express trust; (iii) may pursue any available remedy by action at law or suit
in equity to enforce the payment of the principal of and interest and premium, if any, on the Bonds; (iv) may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of such Trustee
and of the Bondholders allowed in any judicial proceedings relative to the Company, its creditors, its property or the Bonds; and (v) may, and upon the written request or direction of the Credit Facility Issuer, so long as no Support Facility
Issuer Default has occurred and is continuing, or of Holders of not less than twenty-five percent (25%) in principal amount of the Bonds then Outstanding (determined in accordance with the provisions of Section 13.03), with the prior
written consent of the Credit Facility Issuer, unless a Support Facility Issuer Default has occurred and is continuing, shall proceed to protect and enforce all rights of the Holders and the Trustee under and as permitted by this Indenture and the
laws of the State of New York, by such means or appropriate judicial proceedings as shall be suitable or 

  
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deemed by it most effective in the premises, including the appointment of temporary trustees and any actions, suits or special proceedings at law or in equity or in bankruptcy or by proceedings
in the office of any board or officer having jurisdiction, or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture, or in aid of execution of any power granted in this Indenture or to enforce any
other legal or equitable right or remedy vested in the Holders of the Bonds or the Trustee by this Indenture or by such laws, or for the appointment of a receiver. All rights of action (including the right to file proofs of claim) under this
Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall
be brought in its name and as trustee of an express trust without the necessity of joining as plaintiffs or defendants any Holders of the Bonds, and any recovery or judgment shall be for the equal benefit of the Holders of the Outstanding Bonds.

 In the enforcement of any remedy under this Indenture the Trustee shall be entitled to sue for, enforce payment of and
receive any and all amounts, then or during any Event of Default becoming, and at any time remaining, due from the Company and unpaid under the Participation Agreement and the Note for principal, premium, interest or otherwise under any of the
provisions of this Indenture or of the Bonds, with interest on overdue payments if such interest then is permitted by the laws of the State of New York, together with any and all costs and expenses of collection and of all proceedings hereunder and
under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Holders, and to recover and enforce judgment or decree against the Company which is in default of its respective obligations under the Participation Agreement
and the Note, but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid, with interest, costs and expenses, and to collect in any manner provided by law, the moneys adjudged or decreed to be payable. Any such
judgment shall be recovered by the Trustee, in its own name and as trustee of an express trust. 
 Section 12.05. Powers of
Trustee With Respect to Participation Agreement and Other Agreements. If the payments required to be paid to the Trustee under the Participation Agreement and the Note or other agreement pledged and assigned hereunder, as the case may be, are
not paid when due or upon the happening and continuance of an Event of Default set forth in clause (a) or (b) of Section 12.01, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of all payments due and unpaid under the Participation Agreement and the Note or other agreement, as the case may be, and required to be paid to the Trustee and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or the obligor under any other agreement, as the case may be, and collect in the manner provided by law out of the
property of the Company or such obligor wherever situated, the moneys adjudged or decreed to be payable. 
 In case there shall
be pending proceedings for the bankruptcy or for the reorganization of the Company under the Participation Agreement or an obligor under any other agreement pledged and assigned hereunder, as the case may be, under the Federal Bankruptcy Act or any
other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company under the Participation Agreement and the Note or an obligor under 

  
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any other agreement pledged and assigned hereunder, as the case may be, the Trustee, regardless of whether the principal of the Bonds shall then be due and payable as therein expressed or by
declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the power vested in it by this Indenture, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount owing and unpaid under the Participation Agreement and the Note by the Company or under such other agreement by such obligor, as the case may be, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith) and of the Holders allowed in any such judicial proceedings relative to the Company or other obligor, as the case may be, or to the creditors or property of the Company or other obligor, as
the case may be, and to collect and receive any moneys or other property payable or deliverable on such claims, and to distribute in accordance with the provisions hereof all amounts received with respect to the claims of the Holders and of the
Trustee on their behalf, and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holders any plan of reorganization, arrangement, adjustment or composition
of the Authority or the Company affecting the Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders in any such proceeding. In the event of any such reorganization, arrangement,
adjustment, composition or liquidation, the Credit Facility Issuer shall have the right to vote on behalf of all Holders who hold such Bonds unless a Support Facility Issuer Default has occurred and is continuing. 

The provisions of this Section shall not be construed as in any way limiting the powers of the Trustee, with respect to defaults by
the Authority or by the Company under the Participation Agreement and the Note, or an obligor under any other agreement pledged and assigned hereunder, as the case may be, whether such powers be expressly or implicitly granted to the Trustee
elsewhere in this Indenture or in the Participation Agreement or the Note or other agreement, as the case may be, or as a denial that the Trustee has any such other powers, but the powers granted to the Trustee by this Section shall be
supplemental, additional and cumulative to all other powers possessed by the Trustee with respect to defaults under this Indenture or under the Participation Agreement, the Note or other agreement pledged and assigned hereunder, as the case may be.

 Section 12.06. Disposition of Moneys in Event of Insufficiencies in Funds and Accounts. All moneys (other than
proceeds of any Support Facility) received by the Trustee pursuant to any right given or action taken under the provisions of this Article, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of
the expenses, fees and advances incurred or made by the Trustee hereunder, shall be deposited in the Bond Fund. If at any time the moneys in the Bond Fund shall not be sufficient to pay the interest or principal or premium, if any (or the redemption
price), of the Bonds as the same become due and payable (whether at maturity or upon proceedings for the redemption thereof or by acceleration or otherwise), the moneys in such fund, together with any other moneys then


  
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available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article XII or otherwise, shall be applied as follows: 

(a) Unless the principal of all the Bonds shall have become due and payable or shall have been declared due and payable
pursuant to the provisions of Section 12.03, all such moneys shall be applied: 
 First: to the payment to
the persons entitled thereto of all installments of interest then due, 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 preference; and 
 Second: to the payment of the premium, if any, on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of this
Indenture. 
 (b) If the principal of all the Bonds shall have become due and payable or shall have been declared
due and payable pursuant to the provisions of Section 12.03, all such moneys shall be applied to the payment of the principal and interest then due and unpaid, with interest on such principal as aforesaid, without preference or priority of
principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, according to the amounts due respectively for principal and interest, to the persons
entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. 
 (c) If the principal of all the Bonds shall have been declared due and payable pursuant to the provisions of Section 12.03, and if such declaration shall thereafter have been rescinded and annulled
pursuant to the provisions of such Section 12.03, then, subject to the provisions of subparagraph (b) above of this paragraph in the event that the principal of all the Bonds shall later become due and payable or be declared due and
payable pursuant to the provisions of Section 12.03, the moneys then held in the Bond Fund shall be applied to the payment of the principal of and premium (or redemption price) on all matured Bonds and all Bonds (or portions of the principal
amount thereof) then or theretofore required to be redeemed pursuant to any provisions of this Indenture (excluding principal not then due except by reason of such declaration) and all arrears of interest and interest then due, if any, upon all
Bonds then Outstanding, and any moneys thereafter deposited in the Bond Fund shall be applied in accordance with the provisions of Article IX. 
 Whenever moneys are to be applied by the Trustee pursuant to the provisions of subparagraphs (a) and (b) of this Section, (i) such moneys shall be applied by the Trustee at such times, and
from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future;
(ii) the deposit of such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and (iii) the 

  
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Trustee shall incur no liability whatsoever to the Authority, to any Holder or to any other person for any delay in applying any such moneys, so long as the Trustee acts with reasonable
diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such
discretion in applying such moneys, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of
principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall
be surrendered to the Trustee for appropriate endorsement, or for cancellation if fully paid. 
 Section 12.07. Effect of
Delay or Omission; Waiver of Default; Direction of Remedial Proceedings by the Holders. No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power accruing upon any default or Event of Default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. 
 Anything in this
Indenture to the contrary notwithstanding, but subject to Section 6.01(2), the Holders of not less than a majority in principal amount of the Bonds at the time Outstanding (determined in accordance with the provisions of Section 13.03)
with, so long as no Support Facility Issuer Default has occurred and is continuing, the prior written consent of the Credit Facility Issuer, shall be authorized and empowered and have the right, by an instrument or concurrent instruments in writing
delivered to the Trustee on behalf of the Holders of the Bonds then Outstanding to consent to the waiver of any Event of Default or its consequences, and the Trustee shall waive any Event of Default and its consequences upon the written request of
the Holders of such majority with the prior written consent of the Credit Facility Issuer, so long as no Support Facility Issuer Default has occurred and is continuing; provided, however, that there shall not be waived (i) any default in
payment of principal or premium when due or (ii) any default in payment when due of interest unless, in either case, prior to such waiver all arrears in principal, premium, if any, and interest, with additional interest, to the extent permitted
by law, at the rate then borne by the Bonds (which, in the case of a Payment Default with respect to Auction Rate Bonds shall be the Overdue Rate), and all fees and expenses of the Trustee shall have been paid or provided for; provided, however,
that notwithstanding any such waiver, any Auction Rate Bonds shall continue to bear interest at the Overdue Rate until such Payment Default is cured. No such waiver shall extend to or affect any other existing or subsequent default or Event of
Default or impair any rights or remedies consequent thereon. 
 Anything in this Indenture to the contrary notwithstanding, the
Holders of not less than twenty-five percent (25%) in principal amount of the Bonds at the time Outstanding (determined in accordance with the provisions of Section 13.03) with, so long as no Support Facility Issuer Default has occurred
and is continuing, the prior written consent of the Credit Facility Issuer, shall be authorized and empowered and have the right, by an instrument or concurrent instruments in writing delivered to the Trustee to direct the time and method of
conducting any proceeding for any remedy to be taken by the Trustee or available to the Trustee or available to the Holders of the Bonds, or exercising any trust or power conferred upon the 

  
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Trustee hereunder provided: (1) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability, or be unduly prejudicial to
Holders not joining therein, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 
 Section 12.08. Suits or Actions by Holders; Any Holder May Enforce Overdue Payment of His or Her Bond or Interest Thereon. No Holder of any of the Bonds shall have any right to institute any suit,
action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder unless there shall have occurred an Event of Default of which the Trustee has been notified or is deemed to have notice as provided
in Section 11.08, and such Holder previously shall have given to the Trustee written notice of the Event of Default on account of which such suit, action or proceeding is to be instituted, and unless also the Holders of not less than
twenty-five percent (25%) in principal amount of the Bonds then Outstanding, with the consent of the Credit Facility Issuer, so long as no Support Facility Issuer Default has occurred and is continuing, shall have made written request of the
Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a period of sixty (60) days either to proceed to exercise the powers hereinabove granted or to
institute such action, suit or proceeding in its or their name, the Trustee shall have been indemnified by Holders against the costs, expenses and liabilities to be incurred in compliance with such request, and shall not have received an
inconsistent direction from the Credit Facility Issuer, unless a Support Facility Issuer Default has occurred and is continuing, or from the Holders of not less than twenty-five percent (25%) in principal amount of the Bonds and the Trustee
shall have refused or neglected to comply with such request within a reasonable time. It is understood and intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner whatever by the action of such Holder or
Holders to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder except in the manner herein provided; that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein
provided and for the benefit of all Holders of such Outstanding Bonds; and that any individual rights of action or other right given to one or more of such Holders by law are restricted by this Indenture to the rights and remedies herein provided.
Notwithstanding the foregoing and subject to Section 11.02, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Bond to receive payment of the principal of, premium,
if any, and interest on such Bond, on or after the respective due dates expressed in such Bond, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder, except that no Holder of any such Bond shall have the right to institute any such suit, if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver, or loss of the lien of this Indenture. 
 Section 12.09. Remedies Not Exclusive. No remedy
by the terms of this Indenture conferred upon or reserved to the Trustee, any Credit Facility Issuer or the Holders of 

  
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the Bonds is intended to be exclusive of any other remedy so conferred or reserved or to be exclusive of other remedies now or hereafter existing at law or in equity or by statute, and each and
every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder to the Trustee, any Credit Facility Issuer or to the Holders of the Bonds or now or hereafter existing at law or in equity or by statute. Every such
right, power and remedy given hereunder or by law or in equity or by statute may be exercised from time to time and as often as may be deemed expedient. 
 Section 12.10. Effect of Abandonment of Proceedings on Default. In case any proceeding taken by the Trustee or the Holders of the Bonds on account of any Event of Default shall have been
discontinued or abandoned for any reason, then and in every such case the Authority, the Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the
Trustee shall continue as though no such proceeding had been taken. 
 Section 12.11. Interest on Overdue Amounts. To the
extent permitted by law all amounts which are due and payable but which have not been so paid under this Indenture shall bear interest at the then current rate of interest on the Bonds until paid; provided, however, that upon the occurrence of a
Payment Default during any Auction Rate Period all amounts which are due and owing but unpaid hereunder shall bear interest at the Overdue Rate until paid. 

  
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 ARTICLE XIII 
 EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND 
 OWNERSHIP OF BONDS;
EXCLUSION OF BONDS 
 OWNED BY THE AUTHORITY OR THE COMPANY 

Section 13.01. Execution of Requests, Directions and Consents and Other Instruments and Proof of Same; Ownership of Bonds and Proof of
Same. Any request, direction, consent or other instrument required by this Indenture to be signed or executed by Holders of Bonds may be signed or executed by such Holders in person or by agent or agents duly appointed in writing, and may be in
any number of concurrent writings of substantially similar tenor. Proof of the execution of any such request, direction, consent or other instrument or of a writing appointing any such agent, and of the holding or ownership of Bonds, shall be
sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee hereunder with regard to any action taken by it under such request, direction, consent or other instrument or of a writing appointing any such agent, if
made in the following manner: 
 (a) the fact and date of the execution by any person of any such request,
direction, consent or other instrument in writing may be proved in any reasonable manner which the Trustee deems sufficient; 
 (b) the ownership of Bonds shall be proved by the books of registry kept under the provisions of this Indenture. 
 Any request, direction, consent or vote of the Holder of any Bond shall bind and be conclusive upon the Holder of such Bond giving such request, direction or consent or casting such vote and upon every
future Holder of the same Bond in respect of anything done or suffered to be done by the Trustee or otherwise, or by the Holders of other Bonds, in pursuance of such request, direction, consent or vote, and whether or not such future Holder has
knowledge of or information as to such request, direction, consent or vote; provided that any request, direction, consent or vote of the Holder of a Bond required by any of the provisions hereof may be revoked by the Holder giving such request,
direction, consent or vote or by a subsequent Holder if such revocation in writing is filed with the Trustee, prior to the time when the request, direction, consent or vote of the percentage of the Holders of the Bonds required by such provision
shall have been given and action taken by the Trustee or otherwise, or by the Holders of other Bonds, under authority of such request, direction, consent or vote. 
 The payment of or on account of principal to or upon the order of the person in whose name the Bonds shall at the time be registered on said books of registry and the payment of interest to or upon the
order of any person in whose name the Bonds shall at the time be registered on said books of registry, shall be valid and effectual fully to satisfy and discharge all liability hereunder or upon the Bonds to the extent of the sum or sums so paid.

 The Authority at the request of the Company may establish a record date for the taking of any action by the Holders.


  
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 Section 13.02. Meetings of Holders. The Trustee or the Holders of not less than
twenty percent (20%) in principal amount of the Bonds then Outstanding may at any time call a meeting of the Holders of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds
of any action required to be consented to or approved by them hereunder or which they may request or direct hereunder to be taken, or for the making by the Holders of any appointments they may make hereunder, or for the purpose of taking any other
action which the Holders may take hereunder, or for any other purpose concerning the payment and security of the Bonds hereunder. Every such meeting shall be held at such place in The City of New York, State of New York, as may be specified in the
notice calling such meeting. Written notice of such meeting, stating the place and time of the meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry
by the Registrar and Paying Agent or the Holders calling such meeting, not less than twenty (20) days nor more than sixty (60) days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all
Bonds then Outstanding are present in person or by proxy or if notice is waived before or within thirty (30) days after the meeting by those not so present. 
 Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of
substitution, as their proxy to attend and vote at any meeting for them. 
 Persons named by the Trustee, or elected by the
Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary chairman and temporary secretary of any meeting of Holders. A
permanent chairman and a permanent secretary of such meeting shall be elected by the Holders of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent chairman of the meeting shall appoint two
(2) inspectors of votes who shall count all votes cast at such meeting, except votes on the election of chairman and secretary as aforesaid, and who shall make and file with the secretary of the meeting and the Trustee their verified report of
all such votes cast at the meeting. 
 The Holders of not less than the principal amount of the Bonds required by the provisions
hereof to consent to, approve, request or direct any action to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action
to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without
notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given by the Trustee at
least five (5) days prior to the adjourned date of the meeting. 
 Any Holder of a Bond shall be entitled in person or by
proxy to attend and vote at such meeting as Holder of the Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of personal identity as shall be
satisfactory to the Secretary of the meeting. 

  
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 All proxies presented at such meeting shall be delivered to the Inspector of Votes and filed
with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee’s right to require additional proof) by a written proxy executed by such Holder as
aforesaid. 
 The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but
shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). 
 The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such
subsequent Holder has notice thereof). 
 Section 13.03. Exclusion of Bonds Held by or for the Authority, the Company and of
Bonds No Longer Deemed Outstanding Hereunder. In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent, vote or waiver under this Indenture, any Bonds which
are owned by or on behalf of or for the account of the Authority, the Company and, except for the purposes of Section 15.01, any Bonds which are deemed no longer Outstanding hereunder shall be disregarded and not included for the purpose of any
such determination, and such Bonds shall not be entitled to vote upon, consent to or concur in any action provided in this Indenture, except that for the purposes of determining whether the Trustee shall be protected in relying on any such demand,
request, direction, consent, vote or waiver only Bonds which a Responsible Officer of the Trustee knows are owned as aforesaid shall be disregarded. The Trustee may require each Holder of a Bond or Bonds, before such Holder’s demand, request,
direction, consent, vote or waiver shall be deemed effective, to reveal if the Bonds as to which such demand, request, direction, consent, vote or waiver is made, granted, cast or given are disqualified as provided in this Section. 

  
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 ARTICLE XIV 
 AMENDING AND SUPPLEMENTING THE INDENTURE, 
 THE PARTICIPATION AGREEMENT,
THE REMARKETING AGREEMENT, 
 AUCTION AGENCY AGREEMENT, BROKER-DEALER AGREEMENTS, 

AND BOND PURCHASE TRUST AGREEMENT 
 Section 14.01. Amending and Supplementing Indenture Without Consent of Holders. The Authority and the Trustee, from time to time and at any time and without the consent or concurrence of any
Holder, may enter into a Supplemental Indenture, (i) to make any changes, supplements, amendments or deletions to this Indenture that may be required to permit the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, of
the United States of America or (ii) for any one or more of the following purposes: 
 (a) (x) to make any
changes or corrections in this Indenture or any Supplemental Indenture as to which the Authority shall have been advised by counsel that the same are required for the purpose of curing or correcting any ambiguity or defective or inconsistent
provision or omission or mistake or manifest error contained in this Indenture or Supplemental Indenture, or (y) to insert in this Indenture such provisions clarifying matters or questions arising under this Indenture as are necessary or
desirable if such provisions shall not materially and adversely affect the rights of the Holders; 
 (b) to add
additional covenants and agreements of the Authority for the purpose of further securing the payment of the Bonds; 
 (c) to surrender any right, power or privilege reserved to or conferred upon the Authority by the terms of this Indenture; 

(d) to confirm as further assurance any lien, pledge or charge, or the subjection to any lien, pledge or charge, created
or to be created by the provisions of this Indenture or any Supplemental Indenture; 
 (e) to grant to or confer
upon the Holders any additional rights, remedies, powers, authority or security that lawfully may be granted to or conferred upon them, or to grant to or to confer upon the Trustee for the benefit of the Holders any additional rights, duties,
remedies, power or authority; 
 (f) to provide for the issuance of Bonds in book-entry only or coupon form, if
at the time permitted by applicable law; 
 (g) to provide for the substitution of rating agencies; 

(h) to provide for any new administrative or procedural provisions made necessary or desirable by the issuance of a
Support Facility or an Alternate Support Facility, other credit, liquidity or support facility, including, but not limited to, any amendment necessary to obtain a rating on the Bonds based upon such facility; to modify, amend or supplement the
Indenture in such manner as to permit the qualification of the Bonds for deposit with a Securities Depository, and, in connection therewith, if 

  
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they so determine, to add to the Indenture, such other terms, conditions and provisions as may be required to permit such qualification; and 

(i) to make any other changes to this Indenture that take effect with respect to the Bonds of a series immediately
following the purchase of the Bonds pursuant to a mandatory tender and such changes are consented to by each provider of a Support Facility (who is not in default under such Support Facility or the agreement providing for the issuance thereof).

 No Supplemental Indenture shall be entered into unless in the Opinion of Bond Counsel which shall be delivered to the Trustee
(which opinion may be combined with the opinion required by Section 14.04) the execution of such Supplemental Indenture is permitted by the foregoing provisions of this Section and the provisions of such Supplemental Indenture do not
materially and adversely affect the rights and interests of the Holders of the Bonds and the Trustee may rely on any such opinion. 
 Section 14.02. Amending and Supplementing Indenture with Consent of Holders. With the consent of the Holders of a majority in principal amount of the Bonds then Outstanding (determined in
accordance with the provisions of Section 13.03), the Authority and the Trustee, with the consent of the Support Facility Issuer (so long as no Support Facility Issuer Default has occurred and is continuing), from time to time and at any time
may enter into a Supplemental Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying or amending the rights and obligations of the Authority hereunder,
or modifying or amending in any manner the rights of the Holders; provided that, without the specific consent of the Holders of all Bonds Outstanding which would be affected thereby and the Support Facility Issuer, so long as no Support Facility
Issuer Default has occurred and is continuing, no Supplemental Indenture amending or supplementing the provisions hereof shall: (a) change the fixed maturity date for the payment of the principal of any Bond, or the dates for the payment of
interest thereon or the terms of the purchase or redemption thereof, or reduce the principal amount of any Bond or the rate of interest thereon or the method of calculating the same except as otherwise provided in this Indenture; or (b) reduce
the aforesaid percentage of Bonds, the Holders of which are required to consent to any Supplemental Indenture amending or supplementing the provisions of this Indenture; or (c) give to any Bond any preference over any other Bond secured hereby;
or (d) authorize the creation of any pledge of payments under the Participation Agreement or Note Payments prior or superior to the pledge of a lien and charge thereon assigned herein for the payment of the Bonds; or (e) effect any change
in the purchase or redemption provisions relating to the Bonds; or (f) deprive any Holders in any material respect of the security afforded by this Indenture. A supplement or amendment of the provisions of Article IX hereof with respect to the
Bond Fund or any other Funds or Accounts established thereby shall not be deemed a change in the terms of payment; provided that no such supplement or amendment shall, except upon the consent of the Holders of all Bonds Outstanding affected thereby,
reduce the amount or amounts required to be deposited in the Bond Fund. Nothing in this paragraph contained, however, shall be construed as making necessary the approval of the Holders of the execution of any Supplemental Indenture authorized by the
provisions of Section 14.01. 

  
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 The proof of the giving of any consent by any Holder required by this Section and of
the holding of the Bonds for the purpose of giving consents shall be made in accordance with the provisions of Article XIII. It shall not be necessary that the consent of the Holders approve the particular form of wording of the proposed
supplemental amendment or supplement, but it shall be sufficient if such consent approves the substance of the proposed amendment or supplement. After the Holders of the required percentage of Bonds shall have filed their consents to the amending or
supplementing hereof pursuant to this Section, the Authority shall mail a copy of notice of such consent, postage prepaid, to each Holder at his or her address as it appears upon the books of registry and to the Trustee. Nothing in this paragraph
contained, however, shall be construed as requiring the giving of notice of any amending or supplementing of this Indenture authorized by this Section. A record of the consents shall be filed with the Trustee, and shall be proof of the matters
therein stated until the contrary is proved. No action or proceeding to set aside or invalidate such Supplemental Indenture or any of the proceedings for its adoption shall be instituted or maintained unless such action or proceeding is commenced
within sixty (60) days after the mailing of the notice required by this paragraph. 
 Notwithstanding anything in this
Indenture to the contrary, the consent of the Holders of the required amount of Bonds shall be deemed given with respect to a Supplemental Indenture if: 
 (a) (i) the Supplemental Indenture takes effect on a date on which all of the Bonds that are affected by such Supplemental Indenture are subject to mandatory tender for purchase in accordance with
this Indenture, (ii) any supplement or amendment effected thereby is consented to in writing by the Remarketing Agent, if any, for such Bonds on or prior to such effective date and is disclosed in the official statement or other disclosure
document pursuant to which such Bonds are remarketed and (iii) the Bonds so tendered are purchased; 
 (b)
(i) not less than thirty (30) days before the effective date of the Supplemental Indenture, the Trustee sends a notice of the proposed supplement or amendment to the Holders of the Bonds that are affected by such Supplemental Indenture and
the Holders of such Bonds have the right to tender their Bonds for purchase pursuant to Section 5.03 hereof before such effective date, (ii) the Remarketing Agent, if any, for such Bonds consents in writing to the proposed supplement or
amendment on or prior to such effective date and (iii) the Bonds so tendered are purchased; or 
 (c)
(i) not less than thirty (30) days before the Auction Date for the Auction Period during which any supplement or amendment to this Indenture shall become effective, the Trustee sends a notice of the proposed supplement or amendment to the
Holders of the Auction Rate Bonds that are affected by such supplement or amendment, (ii) the Auction Rate determined for such Auction Rate Bonds at the Auction immediately preceding the effective date of the supplement or amendment is a
Winning Bid Rate, and (iii) any supplement or amendment effected thereby is consented to in writing by the Broker-Dealer(s) for such Bonds on or prior to such effective date and is disclosed in the official statement or other disclosure
document delivered by the Broker-Dealer(s) to Potential Holders prior to the Auction immediately preceding such effective date; provided, however, that, notwithstanding anything to the contrary in this Indenture,


  
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any Auction Rate Bonds that are not the subject of a specific Hold Order or Bid shall be deemed to be subject to a Sell Order at the Auction immediately preceding such effective date. 

Section 14.03. Notation upon Bonds; New Bonds Issued upon Amendments. The Bonds delivered after the effective date of any action
taken as provided in this Article, if any, may and shall if required by the Trustee bear a notation as to such action, by endorsement or otherwise and in form approved by the Authority. In that case, upon demand of any Holder at such effective date
and upon presentation of Bonds at the principal office of the Trustee or other transfer agent or registrar hereunder for such Bonds, and at such additional offices, if any, as the Authority may select and designate for that purpose, a suitable
notation shall be made on the Bonds. 
 Section 14.04. Effectiveness of Supplemental Indentures. Upon the execution
pursuant to this Article by the Authority and the Trustee of any Supplemental Indenture amending or supplementing the provisions of this Indenture and the delivery to the Trustee of an Opinion of Bond Counsel that such Supplemental Indenture is
permitted by the provisions of this Article XIV and has been duly executed in accordance with the provisions hereof and applicable law and that the provisions thereof are valid (upon which opinion the Trustee, subject to the provisions of
Section 11.04, shall be fully protected in relying), or upon such later date as may be specified in such Supplemental Indenture, (i) this Indenture and the Bonds shall be modified and amended in accordance with such Supplemental Indenture;
(ii) the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Authority, the Trustee, and the Holders shall thereafter be determined, exercised and enforced under this Indenture subject in all
respects to such supplements and amendments; and (iii) all of the terms and conditions of any such Supplemental Indenture shall be a part of the terms and conditions of the Bonds and of this Indenture for any and all purposes. 

Section 14.05. Supplemental Indenture Affecting Support Facility Provider. No Supplemental Indenture, or change or amendment to or
deletion of any provision in the Indenture, affecting the rights or obligations of the Support Facility Issuer which takes effect while any Support Facility is in effect may, so long as no Support Facility Issuer Default shall have occurred and be
continuing in respect to the Support Facility Issuer, be entered into by the Authority and the Trustee or be consented to by the Holders without written consent of each Support Facility Issuer. 

Section 14.06. Supplemental Participation Agreements Not Requiring the Consent of the Holders. The Authority and the Company may,
with the written consent of the Trustee but without notice to or consent of any Holder, from time to time and at any time, agree to such supplemental agreements supplementing the Participation Agreement or amendments to the Participation Agreement
as shall not be inconsistent with the terms and provisions of the Participation Agreement or this Indenture and, in the opinion of the Authority, shall not be detrimental to the interests of the Holders (which Supplemental Participation Agreements
shall thereafter form a part of the Participation Agreement): 
 (a) to cure any ambiguity or formal defect or
omission in the Participation Agreement or in any supplemental agreement; 

  
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 (b) to grant to or confer upon the Trustee for the benefit of the Holders
any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Holders or the Trustee; 
 (c) to provide for any new administrative, security or procedural provisions necessitated by the issuance of an Alternate Support Facility; or 

(d) to provide for or add any further changes or corrections that are necessary or desirable to comply with any
Supplemental Indenture entered into pursuant to Section 14.01; 
 provided that no such Supplemental Participation Agreement which takes
effect while a Credit Facility is in effect shall, so long as no Support Facility Issuer Default has occurred and is continuing, be effective prior to the receipt by such parties of the written consent of each Credit Facility Issuer. 

Section 14.07. Notice and Consent for Supplemental Participation Agreements Requiring the Consent of the Holders. Except for
Supplemental Participation Agreements or amendments provided for in Section 14.06, neither the Authority nor the Trustee shall agree or consent, as the case may be, to any Supplemental Participation Agreement or amendment to the Participation
Agreement unless notice of the proposed execution of such Supplemental Participation Agreement or amendment shall have been given and the Holders, and, so long as no Support Facility Issuer Default has occurred and is continuing, the Support
Facility Issuer shall have consented to and approved the execution thereof in the same manner and form as provided for in Section 14.02 in the case of Supplemental Indentures; provided that no such Supplemental Participation Agreement which
materially and adversely affects any issuer of a Support Facility (so long as such Support Facility is in effect) shall be effective prior to the receipt by such parties of the written consent of the issuer of such Support Facility, so long as no
Support Facility Issuer Default has occurred and is continuing. 
 Notwithstanding anything in this Indenture to the contrary,
the consent of the Holders of the required amount of Bonds shall be deemed given with respect to any Supplemental Participation Agreement or amendment to the Participation Agreement if: 

(a) (i) the Supplemental Participation Agreement or amendment to the Participation Agreement takes effect on a date
on which all of the Bonds that are affected by such Supplemental Participation Agreement or amendment to the Participation Agreement are subject to mandatory tender for purchase in accordance with this Indenture, (ii) any supplement or
amendment effected thereby is consented to in writing by the Remarketing Agent, if any, for such Bonds on or prior to such effective date and disclosed in the official statement or other disclosure document pursuant to which such Bonds are
remarketed and (iii) the Bonds so tendered are purchased; 
 (b) (i) not less than thirty
(30) days before the effective date of the Supplemental Participation Agreement or amendment to the Participation Agreement, the Trustee sends a notice of the proposed supplement or amendment to the Holders of the Bonds that are affected by
such supplement or amendment and the Holders of such Bonds 

  
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have the right to tender their Bonds for purchase pursuant to Section 5.03 hereof before such effective date, (ii) the Remarketing Agent for such Bonds consents in writing to the
proposed supplement or amendment on or prior to such effective date and (iii) the Bonds so tendered are purchased; or 
 (c) (i) not less than thirty (30) days before the Auction Date for the Auction Period during which any supplement or amendment to the Participation Agreement shall become effective, the Trustee
sends a notice of the proposed supplement or amendment to the Holders of the Auction Rate Bonds that are affected by such supplement or amendment, (ii) the Auction Rate determined for such Auction Rate Bonds at the Auction immediately preceding
the effective date of the supplement or amendment is a Winning Bid Rate, and (iii) any supplement or amendment effected thereby is consented to in writing by the Broker-Dealer(s) for such Bonds on or prior to such effective date and is
disclosed in the official statement or other disclosure document delivered by the Broker-Dealer(s) to Potential Holders prior to the Auction immediately preceding such effective date; provided, however, that, notwithstanding anything to the contrary
in this Indenture, any Auction Rate Bonds that are not the subject of a specific Hold Order or Bid shall be deemed to be subject to a Sell Order at the Auction immediately preceding such effective date. 

Section 14.08. Effectiveness of Supplemental Participation Agreement. Upon the execution pursuant to this Article and of
applicable law by the Authority and the Company of any Supplemental Participation Agreement amending or supplementing the provisions of the Participation Agreement and the delivery to the Trustee of an Opinion of Bond Counsel that such Supplemental
Participation Agreement is in due form, has been duly executed in accordance with the provisions hereof and applicable law and that the provisions thereof are valid (upon which opinion the Trustee, subject to the provisions of Section 11.04,
shall be fully protected in relying), or upon such later date as may be specified in such Supplemental Participation Agreement, (i) the Participation Agreement shall be modified and amended in accordance with such Supplemental Participation
Agreement; (ii) the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Authority and the Company shall thereafter be determined, exercised and enforced thereunder subject in all respects to such
supplements and amendments; and (iii) all of the terms and conditions of any such Supplemental Participation Agreement shall be a part of the terms and conditions thereof for any and all purposes. 

Section 14.09. Amendments and Supplements to the Remarketing Agreement, Auction Agency Agreement, Broker-Dealer Agreements or Bond
Purchase Trust Agreement. Amendments of or supplements to the Remarketing Agreement, the Auction Agency Agreement, any Broker-Dealer Agreement or the Bond Purchase Trust Agreement shall be made only in accordance with the terms thereof.

 Section 14.10. Supplemental Participation Agreement Affecting Support Facility Provider. No Supplemental Participation
Agreement or amendments to the Participation Agreement affecting the rights or obligations of the Support Facility Issuer which take effect while any Support Facility is in effect may, so long as no Support Facility Issuer Default has occurred and
is continuing, be entered into by the Authority and the Company or be consented to by the Holders without written consent of each Support Facility Issuer. 

  
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 ARTICLE XV 
 DEFEASANCE; MONEYS HELD FOR PAYMENT OF 
 DEFEASED BONDS 

Section 15.01. Discharge of Liens and Pledges; Bonds No Longer Deemed to be Outstanding Hereunder. Bonds purchased pursuant to
Section 5.03, 5.04, 5.08 or 5.09 shall continue to be Outstanding hereunder until such Bonds shall be cancelled in accordance with Section 5.15 or paid at maturity or redeemed pursuant to Article V or otherwise defeased. The obligations of
the Authority under this Indenture and the liens, pledges, charges, trusts, covenants and agreements of the Authority, herein made or provided for, shall be, subject to the terms of Section 15.02, fully discharged and satisfied as to the Bonds
or portion thereof and the Bonds shall no longer be deemed to be Outstanding hereunder: 
 (a) when the Bonds
shall have been cancelled, or shall have been surrendered for cancellation and are subject to cancellation, or shall have been redeemed by the Trustee from moneys held by it under this Indenture, or 

(b) if the Bonds have not been cancelled or so surrendered for cancellation or subject to cancellation, or so redeemed,
when (1) payment of the principal of and premium, if any, on the Bonds, plus interest on such principal to the due date thereof (whether such due date be by reason of maturity or upon redemption or prepayment, or otherwise) and of any Purchase
Price which is or may become due on such Bonds either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust, and
irrevocably appropriating and setting aside exclusively for such payments (A) moneys sufficient to make such payment, or (B) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will insure
the availability of sufficient and timely moneys to make such payments when due, or (C) a combination of both such moneys and Governmental Obligations, whichever the Authority deems to be in its best interest (2) there shall have been
delivered to the Trustee (x) a letter addressed to the Trustee from a nationally recognized firm of independent public accountants verifying the mathematical accuracy of the sufficiency of the deposit made pursuant to (1)(ii) above,
(y) an Opinion of Bond Counsel to the effect that upon the provision of payment on the Bonds as described in (1)(ii) above, the Bonds are no longer deemed to be Outstanding under the Indenture and (z) in the case of Bonds bearing
interest at a Daily Rate, a Weekly Rate, an Auction Rate, a Monthly Rate and a Semi-annual Rate, written confirmation from S&P, if the Bonds are then rated by S&P, to the effect that the deposit made pursuant to (1)(ii) above will not,
by itself, result in a reduction or withdrawal of its short-term or long-term rating of the Bonds below the Rating Category of S&P then in effect with respect to the Bonds. 

In addition, all necessary and proper fees, compensation and expenses of the Authority, Trustee and Registrar and Paying Agent pertaining
to such Bonds shall have been paid or the payment thereof provided to the satisfaction of the Trustee. 

  
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 At such time as the Bonds shall be deemed to be no longer Outstanding hereunder, as
aforesaid, such Bonds shall cease to accrue interest from the due date thereof (whether such due date occurs by reason of maturity, or upon redemption or prepayment or otherwise) and, except for the purposes of any such payment from such moneys or
Governmental Obligations and except, in the case of Auction Rate Bonds, to the extent provided in the definition of Outstanding in Section 1.01 shall no longer be secured by or entitled to the benefits of this Indenture. 

Any such moneys so deposited with the Trustee as provided in this Section may at the written direction of the Company also be
invested and reinvested in Governmental Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section which is not required for
the payment of the Bonds and interest thereon with respect to which such moneys shall have been so deposited shall be paid to the Company or if any Bonds are then Outstanding, be deposited in the Bond Fund and credited to the Principal Account as
and when realized and collected, for use and application as are other moneys credited to such Account. 
 Anything in
Article XV to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Section for the payment of the Bonds, the Bonds shall be deemed to have been paid in full.
No amendment to the provisions of this Article shall be made without the consent of the Holders of the Bonds affected thereby. 

The Trustee shall promptly surrender any Support Facility (if appropriate for the type of instrument or instruments then serving as
Support Facility) to the issuer of such Support Facility for cancellation or shall otherwise take appropriate action to terminate the Support Facility following any such defeasance. 

Section 15.02. Release of Indenture, Termination of Right, Title and Interest of Trustee. When the Bonds shall be deemed to be
paid in accordance with the provisions of Section 15.01, then and in the case all right, title and interest of the Trustee under this Indenture shall thereupon cease, determine and become void, and the Trustee in such case shall release this
Indenture, shall execute such documents to evidence such release as may be reasonably required by the Authority and furnish the Authority with the same, and shall turn over to the Company any surplus moneys and balances remaining in any of the Funds
and Accounts created in or held under this Indenture, other than moneys and Governmental Obligations held by it pursuant to Section 15.01 or the provisions of Section 15.03 for the redemption, payment or prepayment of the Bonds; otherwise,
this Indenture shall be, continue and remain in full force and effect. 
 Notwithstanding the satisfaction and discharge of this
Indenture, the rights of the Trustee and the Registrar and Paying Agent under Sections 11.02, 11.06 and 11.17 shall survive defeasance of the Bonds hereunder. 
 Section 15.03. Bonds Not Presented for Payment When Due; Moneys Held for the Bonds after Due Date of Bonds. Subject to the provisions of the next sentence of this paragraph, if the Bonds shall not
be presented for payment when the principal thereof shall become due, whether at maturity or at the date fixed for the redemption thereof, or otherwise, 

  
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and if moneys or Governmental Obligations shall at such due date be held by the Trustee in trust for that purpose sufficient and available to pay the principal of and premium, if any, on the
Bonds, together with all interest due on such principal to the due date thereof or to the date fixed for redemption thereof, all liability of the Authority and the Company for such payment shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the Trustee to hold said moneys or Governmental Obligations without liability to the Holders for interest thereon, in trust for the benefit of the Holders, which thereafter shall be restricted
exclusively to said moneys or Governmental Obligations for any claim of whatever nature on its part on or with respect to the Bonds, including for any claim for the payment thereof. Notwithstanding anything to the contrary in Section 9.04, any
moneys or Governmental Obligations held by the Trustee for the Holders after the principal of and premium, if any, and interest on the Bonds or any portion thereof with respect to which such moneys or Governmental Obligations have been so set aside
has become due and payable (whether at maturity or upon redemption or prepayment or otherwise) shall be either held uninvested as cash or at the written direction of the Company invested and reinvested in Governmental Obligations which mature on the
next Business Day. Any such moneys or Governmental Obligations held by the Trustee for the Holders after the principal of and premium, if any, and interest on the Bonds or any portion thereof with respect to which such moneys or Governmental
Obligations have been so set aside has become due and payable (whether at maturity or upon redemption or prepayment or otherwise) shall be deemed abandoned property when such moneys or Governmental Obligations shall have remained unpaid or
undelivered to the Holder or Holders entitled thereto for three years from the date the principal of and premium, if any, and interest on the Bonds or any portion thereof has become due and payable and shall be subject to the laws of the State of
New York relating to disposition of unclaimed property. 

  
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 ARTICLE XVI 
 FORM OF BONDS 
 AND ENDORSEMENT AND ASSIGNMENT PROVISIONS 

Section 16.01. Form of Bonds and Endorsement and Assignment Provisions. The form of Bond, the form of the certificate of
authentication thereof, the form of endorsement to appear thereon and the form of assignment thereof shall be substantially in the form set forth in Appendix A hereto. 

  
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 ARTICLE XVII 
 MISCELLANEOUS 
 Section 17.01. Benefits of Indenture Limited to
Authority, Company, Trustee, Registrar and Paying Agent, Support Facility Issuer, Auction Agent and Holders of the Bonds. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied
from this Indenture or the Bonds is intended or should be construed to confer upon or give to any person other than the Authority, the Company, the Trustee, the Registrar and Paying Agent, the Support Facility Issuer, the Auction Agent and the
Holders of the Bonds any legal or equitable right, remedy or claim under or by reason of or in respect to this Indenture or any covenant, condition, stipulation, promise, agreement or provision herein contained. Unless otherwise expressly set forth
herein, this Indenture and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the Authority, the Company, the Trustee, the
Registrar and Paying Agent, any Support Facility Issuer, the Auction Agent and the Holders of the Bonds as herein and therein provided. 
 Section 17.02. Indenture a Contract; Indenture Binding Upon Successors or Assigns of the Authority. In consideration of the acceptance of the Bonds by any person who shall hold the same from time
to time, each of the obligations, duties, limitations and restraints imposed by this Indenture upon the Authority or any employee thereof shall be deemed to be a covenant between the Authority and every Holder and this Indenture and every provision
and covenant hereof shall be a contract by the Authority with the Holders of the Bonds issued hereunder to secure the full and final payment of the principal of, premium, if any, of and the interest on the Bonds executed and delivered hereunder. The
provisions of the Act shall be a contract by the Authority with the Holders and the duties of the Authority and any employee thereof under the Act shall be enforceable by the Holders. This Indenture shall be enforceable by the Holders, by mandamus
or other appropriate suit, action or proceeding in any court of competent jurisdiction. The covenants and agreements herein set forth to be performed by the Authority and any employee thereof, shall be for the benefit, security and protection of the
Holders. All the terms, provisions, conditions, covenants, warranties and agreements contained in this Indenture shall be binding upon the assigns of the Authority, and shall inure to the benefit of the Trustee, its successors or substitutes in
trust and assigns, and the Holders. 
 Section 17.03. Notice to Holders of Bonds. Except as is otherwise provided in this
Indenture, any provision for the mailing of a notice or other paper to the Holders shall be fully complied with if it is mailed postage prepaid, to the Holder of the Bonds at such Holder’s address appearing upon the books of registry kept
pursuant to Article VII. The Trustee shall furnish a copy of any notice to a Holder upon a request by the Holder that a copy of such notices be provided directly to the Holder; provided, however, that any failure to provide such a notice to a
Holder shall not affect the validity of the provision of the notice in the preceding sentence. 
 Section 17.04. Waiver of
Notice. Whenever in this Indenture the giving of notice by mail, publication, or otherwise is required, the giving of such notice may be waived by the person entitled to receive such notice, and in any case the giving or receipt of such notice
shall not be a condition precedent to the validity of any action taken in reliance upon such 

  
 128









 
waiver. Trustee shall furnish a copy of any notice to a Holder upon a request by the Holder that a copy of such notices be provided directly to the Holder; provided, however, that any failure to
provide such a notice to a Holder shall not effect the validity of the provision of the notice in the preceding sentence. 

Section 17.05. Effect of Saturdays, Sundays and Non-Business Days. Except as otherwise specifically provided herein, whenever this
Indenture requires any action to be taken on a Saturday, Sunday or other day which is not a Business Day, such action shall be taken on the first Business Day occurring thereafter. Except as otherwise specifically provided herein, whenever in this
Indenture the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or other day which is not a Business Day, such time shall continue to run until midnight on the
next succeeding Business Day. 
 Section 17.06. Partial Invalidity. If any one or more of the covenants or agreements or
portions thereof provided in this Indenture on the part of the Authority or the Trustee to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or
agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Indenture and the invalidity thereof shall in no way affect the validity of the other provisions of this
Indenture or of the Bonds, but the Holders shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. 
 If any provisions of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable
or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatsoever. 

Section 17.07. Law and Place of Enforcement of Indenture. This Indenture shall be construed and interpreted in accordance with the
laws of the State of New York and all suits and actions arising out of this Indenture shall be instituted in a court of competent jurisdiction in the State of New York. 
 Section 17.08. Requests, Approvals and Directions of Authority. Whenever in this Indenture a request, approval, direction or other action is required of the Authority, such request, approval,
direction or other action shall be in the form of and evidenced by a certificate of an Authorized Officer of the Authority unless otherwise provided herein. 
 Section 17.09. Notices, Demands; Requests. Except as otherwise set forth herein, all notices, demands, directions and requests to be given to or made hereunder by the Company, the Authority, the
Trustee, the Remarketing Agent, the Auction Agent and the Registrar and Paying Agent shall be given or made in writing and shall be deemed to be properly given or made if sent by first class United States mail, postage prepaid, addressed as follows:


  
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	 As to the Company
	  	 4 Irving Place
 New York,
New York 10003
 Attention: Secretary

		
	 As to the Authority
	  	 17 Columbia Circle
 Albany,
New York 12203-6399
 Attention: President

		
	 As to the Trustee
	  	 101 Barclay Street – 21W

New York, New York 10286
 Attention: New York
Municipal Finance Unit

		
	 As to the Auction Agent
	  	As notified pursuant to the third succeeding paragraph.
		
	 As to the Remarketing Agents
	  	at the address specified in the Remarketing Agreement
		
	 As to the Registrar and Paying Agent
	  	 101 Barclay Street - 21W

New York, New York 10286
 Attention: Corporate
Trust Administration

		
	 As to the Support Facility Issuer
	  	As notified pursuant to the third succeeding paragraph.

 Any such notice, demand, direction or request may also be transmitted to the appropriate above-mentioned party by telegram, telecopy, telex or similar means and shall be deemed to be properly given or
made at the time of such transmission if, and only if, such transmission of notice shall be in writing and sent as specified above. 
 Any notice, demand, direction or request given or transmitted to the Trustee or the Authority shall be effective only upon receipt. 

Any of such addresses may be changed at any time upon written notice of such change sent by first-class United States mail, postage
prepaid, to the other parties by the party affecting the change. 
 If the Bonds shall be rated by Moody’s, the Trustee
shall furnish to Moody’s at 99 Church Street, New York, New York, Attention: Corporate Department Structured Finance Group or such other office as Moody’s may designate to the Trustee, if the Bonds shall be rated by S&P, the Trustee
shall furnish to S&P at 55 Water Street, New York, New York 10041, Attention: Letter of Credit Surveillance Group, and if the Bonds shall be rated by Fitch, the Trustee shall furnish to Fitch Ratings at One State Street Plaza, New York, New York
10004, Attention: Municipal Structured Finance Group (i) a copy of each amendment to the Indenture, Participation Agreement, Bond Purchase Trust Agreement, and each Support Facility of which it has knowledge, (ii) notice of the
termination, extension or expiration of any Support Facility, (iii) notice of the payment of all the Bonds (iv) notice of a Change in the Interest Rate Mode, (v) notice of any successor Trustee, Registrar and Paying Agent or
Remarketing Agent, and 

  
 130









 
(vi) any information that the rating agencies may reasonably request in order to maintain the rating on the Bonds; provided, however, that failure by the Trustee to so notify Moody’s,
S&P or Fitch shall not result in any liability on the part of the Trustee or affect the validity of such documents or actions. 
 Section 17.10. Effect of Article and Section Headings and Table of Contents. The heading or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to
copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Indenture. 
 Section 17.11. Indenture May be Executed in Counterparts; Effectiveness of Indenture. This Indenture may be simultaneously executed in counterparts. Each such counterpart so executed shall be
deemed to be an original, and all together shall constitute but one and the same instrument. This Indenture shall take effect immediately upon the execution and delivery hereof. Notwithstanding the actual date hereof, for convenience and purposes of
reference this Indenture shall be dated as of November 1, 2010 and may be cited and referred to as the “Indenture dated as of November 1, 2010”. 
 Section 17.12. Liability of Authority Limited to Revenues. Notwithstanding anything in this Indenture or in the Bonds contained, the Authority shall not be required to advance any moneys derived
from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal or redemption price of or interest on the Bonds or for any other
purpose of this Indenture. Pursuant to Section 5.09 of the Participation Agreement, the Company has agreed to indemnify and hold harmless the Authority and the Trustee from all liability arising hereunder. 

Section 17.13. Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or
personally liable for the payment of the principal of or premium, if any, or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture. 
 [Signature
Page of this Indenture Follows] 

  
 131









 IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by its President,
Vice President or Treasurer and its corporate seal to be hereunto affixed and attested by its Assistant Secretary, and the Trustee has caused this Indenture to be executed by its authorized officer, all as of the date first above written.

  

			
	NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY
		
	By	 	/s/ Francis J. Murray, Jr.
		 	President and CEO


  

			
	(SEAL)
	
	Attest:
		
	 	 	/s/ Jacquelyn L. Jerry
		 	Assistant Secretary

  

			
	THE BANK OF NEW YORK MELLON,
	as Trustee
		
	By	 	/s/ Miriam Moraca
		 	


  

			
	Attest:
		
		 	/s/ Joseph M. Lawlor
		 	

 [Signature Page of Indenture] 

  
 132









 APPENDIX A 
 [Form of Bonds other than Bonds bearing an Auction Rate] 
 Unless this
certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 

NEW YORK STATE ENERGY RESEARCH AND 
 DEVELOPMENT AUTHORITY 
 Facilities Revenue Bonds, Series 2010A 

(Consolidated Edison Company of New York, Inc. Project) 
 [(Subseries 2010[A-1, A-2 or A-3])] 
  

									
	 No. A[-1, -2 or -3]R-
	  		  		  	$	            	  

  

									
	 INTEREST RATE
 OR
INTEREST RATE
 MODE ON DATE OF
 AUTHENTICATION
	  	 MATURITY
DATE
	  	 ORIGINAL
ISSUE DATE
	  	CUSIP	 
		  	[_____]	  	[_____]	  			

 REGISTERED OWNER: 
 PRINCIPAL SUM: 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY (the
“Authority”), a body corporate and politic, constituting a public benefit corporation, organized and existing under and by virtue of the laws of the State of New York, for value received, hereby promises to pay, but solely from the
revenues, income and other moneys hereinafter specified and not otherwise, to the registered owner named above or registered assigns, the principal amount specified above on the maturity date specified above (subject to the right of prior redemption
hereinafter described), upon presentation and surrender of this Bond, and to pay interest on such principal amount, but solely from such revenues, income and other moneys hereinafter specified and not otherwise, from the Original Issue Date, or if
thereafter, from the date of authentication hereof, or if such date shall not be an Interest Payment Date from the next preceding Interest Payment Date or, if the date of authentication is after the Record Date








 
next preceding the next succeeding Interest Payment Date, from the next succeeding Interest Payment Date until the payment of such principal amount in full, at the rate of interest per annum
specified above, such interest being payable on each Interest Payment Date in each year, by check mailed to the registered owner hereof at his or her address as it appears on the registration books kept by the Registrar and Paying Agent pursuant to
the Indenture hereinafter mentioned; provided, that (i) while the Securities Depository is the registered owner of the Bonds, all payments of principal of and premium, if any, and interest on the Bonds shall be paid to the Securities Depository
by wire transfer, and (ii) prior to and including any Fixed Rate Conversion Date, interest on the Bonds shall be payable, at the option of any registered owner of at least one million dollars ($1,000,000) in aggregate principal amount of the
Bonds, by wire transfer upon written notice received by the Registrar and Paying Agent from such registered owner at least five days prior to the Record Date, containing the wire transfer address (which shall be in the continental United States) to
which such registered owner wishes to have such wire directed, and (iii) during a Commercial Paper Rate Period, interest on this Bond shall be payable only upon presentation and surrender hereof to the Registrar and Paying Agent upon purchase
thereof pursuant to the Indenture, and if such presentation and surrender is made by 2:00 p.m. (New York City time) such payment shall be by wire transfer. If interest is in default it shall be paid to the person in whose name this Bond is
registered as of a special record date as set forth in the Indenture. Except as set forth above, principal of and premium, if any, on this Bond are payable at the principal office of The Bank of New York Mellon, in New York, New York, as Registrar
and Paying Agent of the Bonds. Principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. 
 This Bond is one of a duly authorized issue of Bonds of the Authority designated as “Facilities Revenue Bonds, Series 2010A (Consolidated Edison Company of New York, Inc. Project)”, issued in
the aggregate principal amount of Two Hundred Twenty-Four Million, Six Hundred Thousand Dollars ($224,600,000), referred to herein as the “Bonds.” In order to distinguish between Bonds which are subject to different interest rate
determination methods and other features and to distinguish the portion of the Bonds to be remarketed by any particular Remarketing Agent, the Bonds may be designated and redesignated from time to time by the Authority in such a way as to identify
one or more subseries of the Bonds pursuant to Article II of the Indenture. This Bond and the issue of which it is one are authorized to be issued and are issued under, pursuant to and in full compliance with the Constitution and statutes of the
State of New York, including particularly the New York State Energy Research and Development Authority Act, Title 9 of Article 8 of the Public Authorities Law of the State of New York, as amended (the “Act”), a resolution of the Authority
adopted on September 27, 2010 and a Trust Indenture dated as of November 1, 2010 between the Authority and The Bank of New York Mellon, as Trustee (herein, as it may be amended from time to time, called the “Indenture”). The
Bonds are issued for the purpose of refunding certain outstanding bonds of the Authority issued in order to provide funds for the refunding of certain obligations of the Authority originally issued to finance the cost of acquisition, construction
and installation of certain facilities of Consolidated Edison Company of New York, Inc. (the “Company”) for the local furnishing of electric energy within the Company’s service area (all of said facilities being referred to herein as
the “Project”) pursuant to a Participation Agreement, dated as of November 1, 2010, between the Authority and the Company (hereinafter, as it may be amended or supplemented from time to time, called the “Participation
Agreement”). Under the Participation Agreement and the promissory note delivered to the Trustee (the “Note”), the Company is required to make 

  
 Apps. A-2









 
payments to the Trustee for deposit to the Bond Fund established pursuant to the Indenture in an amount sufficient to pay principal of and premium, if any, and interest on the Bonds when due. The
Participation Agreement also imposes on the Company certain obligations respecting the use and operation of the Project. A copy of the Participation Agreement is on file at the principal office of the Trustee, and reference is hereby directed to the
Participation Agreement for the provisions thereof. 
 The terms and provisions pertaining to Bonds bearing an Auction Rate are
set forth in separate bond certificates. 
 A copy of the Indenture is on file at the principal office of the Trustee. Reference
is hereby directed to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds; the collection and disposition of revenues; a description of the nature and extent of the security for
the Bonds, the funds and moneys pledged for the payment of the principal of and premium, if any, and interest on the Bonds; the nature and extent and manner of enforcement of the pledge; the rights and remedies of the registered owners of Bonds with
respect thereto; the conditions for and the permissible extent of alteration, supplement and amendment of the Indenture or Participation Agreement; the terms and conditions upon which this Bond and the issue of which it is one are issued; the
rights, duties and obligations of the Authority and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity, purchase or redemption of
this issue and pursuant to which this Bond thereafter will no longer be secured by the Indenture, or be deemed to be outstanding thereunder, if sufficient moneys or certain specified securities shall have been deposited with the Trustee and held in
trust solely for the payment thereof; and for all other terms and provisions thereof. The provisions of the Act and the Indenture shall be a contract with the registered owner of this Bond, and the duties of the Authority and any employee thereof
under said Act and the Indenture shall be enforceable by the registered owner hereof, by mandamus or other appropriate suit, action or proceeding, in any court of competent jurisdiction in the State of New York. 

The Bonds are limited obligations of the Authority, and shall not constitute indebtedness of or a charge against the general credit of
the Authority or give rise to any pecuniary liability of the Authority. The liability of the Authority under the Bonds shall be enforceable only to the extent provided in the Indenture, and the Bonds shall be payable solely from payments to be made
by the Company pursuant to the Participation Agreement and the Note, or the income from the temporary investment thereof, and from amounts held under the Indenture including the proceeds of a Direct-Pay Credit Facility, if any, and not from any
other fund or source. Pursuant to the Indenture, the Authority has pledged and assigned to the Trustee its right, remedies and interest (with certain exceptions) in and to the Note and the Participation Agreement to secure the payment of the
principal of and premium, if any, and interest on the Bonds. The Bonds are and shall be secured by a prior and paramount lien and charge on said moneys and revenues. The Bonds shall not be a debt of the State of New York, and the State of New York
shall not be liable thereon. Neither the Authority nor the State of New York is obligated to provide for the payment of the Purchase Price of tendered Bonds or payment of principal, premium, if any, or interest on the Bonds. 

  
 Apps. A-3









 This Bond shall not be entitled to any security, right or benefit under the Indenture or
become valid or obligatory for any purpose until it shall have been authenticated by the Trustee by its execution of the certificate of authentication endorsed hereon. 
 No covenant or agreement contained in this Bond or the Indenture shall be deemed to be a covenant or agreement of any member, agent or employee of the Authority in his or her individual capacity, and
neither the members of the Authority nor any officer thereof executing this Bond shall be liable personally on this Bond or be subject to any personal liability or accountability by reason of the issuance of this Bond. 

It is hereby certified, recited and declared that all acts, conditions and things required by the Constitution and laws of the State of
New York and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond and the issue of which this Bond is a part, do exist, have happened and have been performed in due time, form and manner
as required by such Constitution, laws and the Indenture; that the amount of this Bond and the issue of which this Bond is a part does not exceed any constitutional or statutory limitations of indebtedness; and that provision has been made for the
payment of the principal of and premium, if any, and interest on this Bond and the series of which it is a part as provided in the Indenture. 
 EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.03 OF THE INDENTURE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR
SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. 
 Interest Rate Provisions 

The Bonds shall initially bear interest at a Term Rate, for a Calculation Period in excess of 13 months, during a Term Rate Period. The
Bonds shall bear interest at 1.45% per annum for the period from and including the Closing Date to and including October 31, 2012. The Bonds will bear interest at one of the following interest rates: a “Commercial Paper Rate”, an
“Auction Rate”, a “Daily Rate,” a “Weekly Rate,” a “Monthly Rate,” a “Semi-annual Rate”, a “Term Rate” (each of the foregoing referred to as an “Adjustable Rate”) or a “Fixed
Rate”. Except with respect to the Term Rate for the initial Calculation Period which shall be 1.45% per annum, each Adjustable Rate other than an Auction Rate shall be an adjustable rate which, with respect to the first day of each
Calculation Period applicable to such Adjustable Rate, shall be equal to the rate or rates of interest per annum established and certified to the Trustee by the Remarketing Agent no later than 12:00 noon (New York City time) on and as of the
Determination Date as the minimum rate or rates of interest per annum which, in the opinion of the Remarketing Agent, would be necessary on and as of such date to remarket Bonds in a secondary market transaction at a price equal to the principal
amount thereof plus accrued interest thereon, if any, except as otherwise provided in the Indenture; provided that such rate or rates of interest shall not exceed the lesser of (i) the lesser of 15% per annum or the maximum interest rate
payable under the Support Facility, if any, then in effect and (ii) 110% of the rate index for such rate on and as of such date. Anything in the Indenture to the contrary notwithstanding, in no event shall the interest rate borne by any Bond
exceed the maximum rate 

  
 App. A-4









 
allowable by applicable law. The term “Business Day” means any day other than a Saturday, Sunday or other day on which the New York Stock Exchange or banks are authorized or obligated
by law or executive order to close in New York, New York, or any city in which is located the principal corporate trust office of the Trustee or the office of an issuer of a Support Facility, at which demands for a draw on, or borrowing or payment
under, such Support Facility will be made. 
 During any Commercial Paper Rate Period, at or prior to 12:00 noon (New York City
time) on each Determination Date, the Remarketing Agent shall establish Calculation Periods and related Commercial Paper Rates. In determining Calculation Periods, the Remarketing Agent shall take into account certain factors set forth in the
Indenture. The Remarketing Agent shall select the Calculation Periods and the applicable Commercial Paper Rates that, together with all other Calculation Periods and related Commercial Paper Rates, in the sole judgment of the Remarketing Agent, will
result in the lowest overall borrowing cost on the Bonds or are otherwise in the best financial interests of the Company, as determined in consultation with the Company. Any Calculation Period established under the Indenture may not extend beyond
the second Business Day next preceding the expiration date of the Support Facility, if any, or the day prior to the Stated Maturity. The Authority, at the request of the Company, may place limitations upon the establishment of the Calculation
Periods in accordance with the Indenture. 
 The term “Calculation Period” means (a) during any Commercial Paper
Rate Period, following a Change in the Interest Rate Mode to a Commercial Paper Rate Period, the period from and including the effective date of the Change in the Interest Rate Mode to a Commercial Paper Rate Period to but not including any day not
more than 270 days thereafter which is a day immediately preceding a Business Day established by the Remarketing Agent pursuant to the Indenture and, thereafter, any Calculation Period established by the Remarketing Agent pursuant to the Indenture
which shall end on a day not later than 270 days from the commencement thereof; (b) during any Daily Rate Period, the period from and including a Business Day to but not including the next succeeding Business Day; (c) during any Weekly
Rate Period following a Change in the Interest Rate Mode to a Weekly Rate, the period from and including the effective date of the Change in the Interest Rate Mode to and including the following Tuesday, and, thereafter, the period from and
including Wednesday of each week to and including the following Tuesday; (d) during any Monthly Rate Period, following a Change in the Interest Rate Mode to a Monthly Rate, the period from and including the effective date of the Change in the
Interest Rate Mode to but excluding the first Business Day of the following month, and thereafter, each period from and including the first Business Day of the month to but excluding the first Business Day of the following month; (e) during any
Semi-annual Rate Period, following a Change in the Interest Rate Mode to a Semi-annual Rate, the period from and including the effective date of the Change in the Interest Rate Mode to but excluding the next succeeding Interest Payment Date and,
thereafter, each period from and including the day following the end of the last Calculation Period to but excluding the next succeeding Interest Payment Date; (f) during the Initial Term Rate Period, the period from and including the Closing
Date to and including October 31, 2012 and during any other Term Rate Period, any period of not less than 365 days from and including the effective date of the Change in the Interest Rate Mode to a Term Rate to and including any day
(established by the Authority at the request of the Company pursuant to the Indenture) not later than the day prior to the Stated Maturity; and (g)

  
 App. A-5









 
during any Fixed Rate Period following a Change in the Interest Rate Mode to a Fixed Rate, the period from and including the effective date of the Change in the Interest Rate Mode through the day
immediately preceding the Stated Maturity. 
 The term “Interest Payment Date” means (a) during each Commercial
Paper Rate Period, the Business Day immediately succeeding the last day of any Calculation Period; (b) during each Daily Rate Period, the first Business Day of each month thereof; (c) during each Weekly Rate Period, the first Business Day
of each month thereof; (d) during each Monthly Rate Period, the first Business Day of each month thereof; (e) during each Semi-annual Rate Period, (i) the first Business Day of the sixth calendar month following the month in which the
first day of such Semi-annual Rate Period occurred, (ii) each anniversary of the date so determined, and (iii) each anniversary of the first day of the first month of such Semi-annual Rate Period; (f) during each Term Rate Period,
including the Initial Term Rate Period, the November 1 or May 1 next succeeding the first day of a Calculation Period and each November 1 or May 1 thereafter; provided, however, that if the November 1 or May 1 next
succeeding the first day of a Calculation Period occurs less than twenty-one (21) days after the first day of such Calculation Period, the first Interest Payment Date shall be the second such date following the first day of such Calculation
Period; (g) the November 1 or May 1 next succeeding a Fixed Rate Conversion Date and each November 1 or May 1 thereafter; provided, however, that if the November 1 or May 1 next succeeding a Fixed Rate Conversion
Date occurs less than twenty-one (21) days after such Fixed Rate Conversion Date, the first Interest Payment Date shall be the second such date following the first day of the Fixed Rate Period; (h) a Fixed Rate Conversion Date;
(i) any day on which Bonds are subject to mandatory tender for purchase or redemption in whole pursuant to the Indenture; and (j) the Stated Maturity; provided, however, that if any such date determined in any of the foregoing clauses is
not a Business Day, the Interest Payment Date shall be the next succeeding day which is a Business Day. 
 While the Bonds bear
interest at a Commercial Paper Rate, a Daily Rate, a Weekly Rate, a Monthly Rate or a Semi-annual Rate, interest accrued on such Bonds shall be computed on the basis of a 365 or 366-day year, as applicable, for the number of days actually elapsed.
While the Bonds bear interest at a Term Rate or a Fixed Rate, interest accrued on such Bonds shall be computed on the basis of a 360-day year, consisting of twelve (12) thirty (30) day months. 

As used herein, the term “Record Date” means (a) with respect to each Interest Payment Date during a Commercial Paper Rate
Period, a Daily Rate Period, a Weekly Rate Period or a Monthly Rate Period, the Business Day next preceding such Interest Payment Date; (b) with respect to each Interest Payment Date during a Semi-annual Rate Period or a Term Rate Period, the
fifteenth day of the calendar month next preceding such Interest Payment Date; and (c) with respect to each Interest Payment Date during a Fixed Rate Period, the fifteenth day of the month next preceding such Interest Payment Date, or, if such
day is not a Business Day, the next preceding Business Day. 
 As used herein, the term “Remarketing Agent” shall mean
a Remarketing Agent appointed pursuant to Section 11.14 of the Indenture, or its successors or assigns or such other Remarketing Agents or their respective successors or assigns as shall be appointed from time to time pursuant to the Indenture
and the Remarketing Agreement. 

  
 App. A-6









 The Bonds shall cease to bear interest at the Adjustable Rate then borne by the Bonds and
shall bear interest at such different Adjustable Rate or Fixed Rate as shall be specified by the Authority, at the written request of the Company. 
 If any condition to any Change in the Interest Rate Mode is not met on any date, then the Bonds shall continue to bear interest at the Adjustable Rate then borne by the Bonds and be subject to all
provisions of the Indenture applicable thereto while the Bonds bear interest at such Adjustable Rate. Notwithstanding the failure to meet such conditions, the Bonds shall remain subject to mandatory tender for purchase in accordance with the
Indenture. A Change in the Interest Rate Mode shall not occur during the Initial Term Rate Period. 
 Fixed Rate. On a
Fixed Rate Conversion Date, the Bonds shall cease to bear interest at the Adjustable Rate then borne by the Bonds and shall bear interest at a Fixed Rate until maturity subject to the terms and conditions of the Indenture. 

Redemption Provisions 

Optional Redemption. The Bonds shall be subject to redemption at the option of the Authority upon the request of the Company:

 (a) During any Commercial Paper Rate Period, the Bonds shall be subject to redemption on each Interest Payment
Date, as a whole or in part, at the principal amount thereof, at a redemption price equal to 100% of the principal amount. 
 (b) During any Daily Rate Period, the Bonds shall be subject to redemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and unpaid interest to the date fixed
for redemption, if any. 
 (c) During any Weekly Rate Period, the Bonds shall be subject to redemption on any
Business Day, as a whole or in part, at the principal amount thereof, plus accrued and unpaid interest to the date fixed for redemption, if any. 
 (d) During any Monthly Rate Period, the Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof. 

(e) During any Semi-annual Rate Period, the Bonds shall be subject to redemption on each Interest Payment Date, as a whole
or in part, at the principal amount thereof. 
 (f) During any Term Rate or Fixed Rate Period, the Bonds shall be
subject to redemption in whole or in part at any time as follows: after the No-Call Period shown below, which shall begin on the first day of the Calculation Period applicable to such Bonds or on a Fixed Rate Conversion Date, as the case may be, and
end on the enumerated anniversary thereof, at a redemption price equal, initially, to the principal amount thereof, plus a premium equal to the percentage of the principal amount to be redeemed shown in the Initial Premium column,


  
 App. A-7









 
plus accrued and unpaid interest if paid on a Business Day other than an Interest Payment Date. The premium percentage, if any, shall decline by the percentage shown in the Reduction in Premium
column on each anniversary of the date on which such Bonds are first redeemable until the Bonds shall be redeemable without premium. 
 Calculation Period  
 or Period to Maturity 

 

																	
	 Equal to or
Greater Than
	  	But Less
Than	 	  	No-Call
Period	 	  	Initial
Premium	 	 	Reduction
in Premium	 
	 18 years
	  	 	N/A	  	  	 	8 Years	  	  	 	1 1/2	% 	 	 	 1/2	% 
	 12 years
	  	 	18 Years	  	  	 	6 Years	  	  	 	1	  	 	 	 1/2	  
	 7 Years
	  	 	12 Years	  	  	 	3 Years	  	  	 	0	  	 	 	0	  
	 5 Years
	  	 	7 Years	  	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 4 Years
	  	 	5 Years	  	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 3 Years
	  	 	4 Years	  	  	 	2 Years	  	  	 	0	  	 	 	0	  
	 0 Years
	  	 	3 Years	  	  	 	Not callable	  	  				 			

 If upon establishment of a Term Rate Period or a Fixed Rate Period, as the case may be, the applicable Remarketing
Agent certifies to the Trustee, Bond Counsel and the Authority in writing that the foregoing schedule is not consistent with then-prevailing market conditions, the Authority at the request of the Company may revise the foregoing Initial Premium,
Reductions in Premium and No-Call Periods with respect to Bonds for which a Term Rate Period or Fixed Rate Period is then being established without the approval of the Holders to reflect then-prevailing market conditions, upon receipt of an Opinion
of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or in conjunction with the establishment of a Calculation Period for a Term Rate Period or a Fixed Rate Period, as the case may be, are made in accordance
with the Indenture, is permitted under the Act and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. 
 Extraordinary Optional Redemption. During any Term Rate Period other than the Initial Term Rate Period or Fixed Rate Period, the Bonds are also subject to redemption prior to maturity in whole at
any time at the option of the Authority, exercised at the direction of the Company, upon notice given as provided in the Indenture, at a redemption price equal to the principal amount thereof, together with unpaid interest accrued thereon to the
date fixed for redemption, in any of the following events: 
 (1) All or substantially all of the Project shall
have been damaged or destroyed or title to, or the temporary use of, all or a substantial portion of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority, or person, firm or corporation
acting under governmental authority, as in each case renders the Project unsatisfactory to the Company for its intended use; 

  
 App. A-8









 (2) Unreasonable burdens or excessive liabilities shall have been imposed
upon the Authority or the Company with respect to all or substantially all of the Project, including without limitation the imposition of federal, state or other ad valorem property, income or other taxes other than ad valorem taxes in effect on the
date of original issuance of the Bonds levied upon privately owned property used for the same general purpose as the Project; or 
 (3) Any court or regulatory or administrative body shall enter or adopt, or fail to enter or adopt, a judgment, order, approval, decree, rule or regulation, as a result of which the Company elects to
cease operation of all or substantially all of the Project. 
 Special Tax Redemption Provisions. 1. During any
Semi-annual Rate Period, Term Rate Period, or Fixed Rate Period, the Bonds shall be subject to mandatory redemption as a whole (provided, however, that the Bonds shall be redeemed in part if the Company obtains an Opinion of Bond Counsel to the
effect that, by redeeming such portion of the Bonds, the interest on the remaining Bonds will not be included for federal income tax purposes in the gross income of any owner of the Bonds (other than an owner who is a “substantial user” of
the Project or a “related person” within the meaning of Section 147(a)(1) of the Code)) at any time at a redemption price equal to 100% of the principal amount thereof, together with unpaid interest accrued thereon to the redemption
date, if, in a published or private ruling of the Internal Revenue Service or in a final, nonappealable judicial decision by a court of competent jurisdiction (provided that the Company has been afforded the opportunity to participate at its own
expense in the proceeding resulting in such ruling or in the litigation resulting in such decision, as the case may be), it is determined that, as a result of a failure by the Company to observe any covenant, agreement or representation in the
Participation Agreement or the Tax Regulatory Agreement, interest on the Bonds is included for federal income tax purposes in the gross income (as defined in Section 61 of the Code) of any owner of a Bond (other than a “substantial
user” of the Project or a “related person” within the meaning of Section 147(a)(1) of the Code), and, in such event, the Bonds shall be subject to such mandatory redemption not more than one hundred eighty (180) days after
receipt by the Trustee of notice of such published or private ruling or judicial decision and a demand for redemption of the Bonds. The occurrence of an event requiring the redemption of the Bonds under this paragraph does not constitute an event of
default under the Note or under the Indenture and the sole obligation in such event shall be for the Company to prepay the Note in an amount sufficient to redeem the Bonds to the extent required by this paragraph. 

2. During any Semi-annual Rate Period, Term Rate Period, or Fixed Rate Period, the Bonds may be redeemed in whole or in part at any time
at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to the redemption date, if the Company has determined, on the basis of the written advice of Bond Counsel that, as a result of any
action taken or expected to be taken, or a failure to take action, a reasonable risk exists that interest on the Bonds will not be excludable from gross income for federal tax purposes. Such conclusion and certification shall be evidenced by
delivery to the Trustee of a written certificate of an Authorized Company Representative to the effect that the Company has reached such conclusion, together with a copy of such written advice of Bond Counsel. The occurrence of an event permitting
the redemption of the Bonds under this 

  
 App. A-9









 
paragraph does not constitute an event of default under the Note or under the Indenture and the sole obligation in such event shall be for the Company to prepay the Note in an amount sufficient
to redeem the Bonds to the extent required by this paragraph. 
 3. During any Semi-annual Rate Period, Term Rate Period, or
Fixed Rate Period, the Bonds will also be subject to mandatory redemption at a redemption price equal to one hundred three percent (103%) of the principal amount thereof plus unpaid interest accrued thereon to the redemption date if the Company
reasonably concludes and certifies to the Trustee that the business, properties, condition (financial or otherwise), operations or business prospects of the Company will be materially and adversely affected unless the Company takes or omits to take
a specified action and that the Company has been advised in writing by Bond Counsel that the specified action or omission would cause the use of the Project to be such that, pursuant to Section 150 of the Code, the Company would not be entitled
to deduct the interest on the Bonds for purposes of determining the Company’s federal taxable income, for a period of not less than ninety (90) consecutive or nonconsecutive days during a twelve-month period. Such conclusion and
certification shall be evidenced by delivery to the Trustee of a written certificate of an Authorized Company Representative to the effect that the Company has reached such conclusion, together with a certified copy of a resolution of the Board of
Trustees of the Company authorizing such certificate and a copy of such written advice of Bond Counsel. In the event that the Bonds become subject to redemption as provided in this paragraph, the Bonds will be redeemed in whole unless redemption of
a portion of the Bonds outstanding would, in the Opinion of Bond Counsel, have the result that interest payable on the Bonds remaining outstanding after such redemption would be deductible for purposes of determining the federal taxable income of
the Company, and, in such event, the Bonds to be redeemed shall be selected (in the principal amount of $5,000 or any integral multiple thereof) by lot, in such amount as is necessary to accomplish that result. The occurrence of an event requiring
the redemption of the Bonds under this paragraph does not constitute an event of default under the Note or under the Indenture and the sole obligation in such event shall be for the Company to prepay the Note in an amount sufficient to redeem the
Bonds to the extent required by this paragraph. 
 Redemption at Demand of the State of New York. Under the provisions of
Section 1864 of the Act, the State of New York may, upon furnishing sufficient funds therefor, require the Authority to redeem, prior to maturity, as a whole, the Bonds on any Interest Payment Date not less than twenty years after their date of
original issuance at a redemption price of 105% of their face value and accrued interest or at such lesser redemption price as may be applicable provided for a redemption at that time. 

Purchase in Lieu of Redemption. Following the Initial Term Rate Period, whenever Bonds have been called for redemption pursuant to
Section 5.01 of the Indenture, the Company may, by written notice to the Authority and the Trustee delivered in advance of the redemption date for the Bonds, elect to purchase such bonds in lieu of redemption with the effect that the payment
made by the Company pursuant to Section 6.01 of the Participation Agreement shall be considered the payment by the Company of the Purchase Price for the Bonds and from and after the redemption date the Company shall be deemed to be the owner of
the Bonds which shall continue to be outstanding subject to the terms and conditions of the Indenture. 

  
 App. A-10









 Tender for Purchase Upon Election of Holder. During any Daily Rate Period or Weekly
Rate Period, any Bond or portion thereof in a principal amount equal to an authorized denomination (so long as the principal amount not purchased is an authorized denomination) shall be purchased on the demand of the registered owner thereof on any
Business Day at the Purchase Price, upon delivery to the Registrar and Paying Agent and the Remarketing Agent at their respective principal offices, by the close of business on any Business Day of a Notice of Election to Tender (the substance of
which notice must also be given telephonically to the Remarketing Agent prior to or simultaneously with delivery of such written notice to such Remarketing Agent). The date on which such Bond shall be purchased at the request of the registered
owner, (i) if the Bond then bears interest at a Daily Rate, shall be the date of delivery of such notice if such notice is delivered to the Registrar and Paying Agent and the Remarketing Agent by 10:00 a.m. (New York City time) on such date or
may be any Business Day thereafter, and (ii) if the Bond then bears interest at a Weekly Rate, shall be a Business Day not prior to the 7th day next succeeding the date of the delivery of such notice to the Registrar and Paying Agent and the
Remarketing Agent. 
 During any Monthly Rate Period or Semi-annual Rate Period, this Bond or portion hereof in a principal
amount equal to an authorized denomination (so long as the principal amount not purchased is an authorized denomination) shall be purchased on the demand of the registered owner thereof on the first Business Day following each Calculation Period at
the Purchase Price, upon delivery to the Registrar and Paying Agent and the applicable Remarketing Agent, at their respective principal offices of a Notice of Election to Tender (the substance of which notice must also be given telephonically to the
Remarketing Agent prior to or simultaneously with the delivery of such written notice) on or prior to a Business Day which is not less than ten (10) days, in the case of Bonds bearing interest at a Semi-annual Rate, or seven (7) days, in
the case of Bonds bearing interest at a Monthly Rate, prior to the proposed date of purchase. 
 Mandatory Tender for
Purchase Upon a Change in the Interest Rate Mode. Upon a Change in the Interest Rate Mode, the Bonds shall be subject to mandatory tender for purchase in accordance with the Indenture. 

Mandatory Tender for Purchase on Business Day following Calculation Periods. Bonds bearing a Commercial Paper Rate or a Term Rate
shall be subject to mandatory tender for purchase in accordance with the Indenture on the Business Day immediately following each Calculation Period at a price equal to the Purchase Price. 

Mandatory Tender For Purchase Upon Expiration of any Support Facility or Upon Delivery of an Alternate Support Facility. On the
second Business Day next preceding the date of expiration of any Support Facility, the Bonds to which such Support Facility applies shall be subject to mandatory purchase at the Purchase Price, unless on or prior to the 20th day prior to such date
of expiration the Company on behalf of the Authority has furnished to the Trustee (i) a notice that such Support Facility will be extended and (ii) delivery of an extension of such Support Facility that shall be in effect one day prior to
the Conversion Date; provided in addition that such Support Facility shall continue to meet the requirements of the Indenture. The Bonds shall also be subject to mandatory purchase at the Purchase Price, on the date there is delivered an Alternate
Support Facility relating to the Bonds meeting the requirements of the Indenture. 

  
 App. A-11









 
No tender for purchase of any Bonds shall be required if a Fixed Rate Conversion Date shall have occurred with respect to such Bonds or if such Bonds have been converted to bear interest at an
Auction Rate on a date prior to such date of expiration. 
 Mandatory Tender Upon Occurrence of any Terminating Event.
Upon the occurrence of any Terminating Event with respect to the Bonds, the Bonds shall be subject to mandatory tender for purchase at the Purchase Price on a Business Day selected by the Trustee; provided, however, that (i) such mandatory
tender shall not occur later than the 5th day after the receipt of notice thereof by the Trustee, and (ii) such mandatory tender date shall be a Business Day. The Bonds will not be subject to such mandatory tender for purchase during any
Auction Rate Period or any Fixed Rate Period. 
 Procedure for Redemption. In the event any of the Bonds are called for
redemption, the Trustee shall give notice, of the redemption of such Bonds in accordance with the Indenture. 
 Notice of
redemption shall be given by mailing a copy of the redemption notice by first-class mail at least fifteen (15) days prior to the date fixed for redemption to the registered owners of the Bonds to be redeemed at the addresses shown on the
registration books maintained by the Registrar and Paying Agent; provided, however, that failure to give notice to any registered owner of a Bond or any defects in such notice shall not affect the proceedings for the redemption of the Bonds for
which notice has been properly given. Any redemption may be conditioned on the receipt of moneys by the Registrar and Paying Agent sufficient to pay the redemption price on the redemption date of Bonds called for redemption, if the notice of
redemption so states. Notwithstanding the foregoing, no notice of redemption shall be required in the case of a redemption to be effected on the date following the last day of the Initial Term Rate Period. 

General Provisions Applicable to Mandatory and Optional Tenders for Purchase of Bonds. If interest has been paid on the Bonds, or
an amount sufficient to pay interest thereon has been deposited in the Bond Fund, or an amount sufficient to pay accrued interest thereon, if any, has been set aside in the Bond Purchase Fund held under the Bond Purchase Trust Agreement, and the
Purchase Price shall be available under the Bond Purchase Fund for payment of Bonds subject to tender for purchase pursuant to the Indenture and if any registered owner fails to deliver or does not properly deliver the Bonds to the Registrar and
Paying Agent for which a Notice of Election to Tender has been properly filed or which are subject to mandatory tender for purchase on the purchase date therefor, such Bonds shall nevertheless be deemed tendered and purchased on the date established
for the purchase thereof, no interest shall accrue on such Bonds from and after the date of purchase and such former registered owners shall have no rights under the Indenture as the registered owners of such Bonds, except the right to receive the
Purchase Price of and interest to the purchase date, if any, on such Bonds upon delivery thereof to the Registrar and Paying Agent in accordance with the provisions of the Indenture. The purchaser of any such Bonds remarketed by the Remarketing
Agent, or the issuer of any Support Facility, to the extent Bonds are purchased with the proceeds of a draw on, or borrowing or payment under, the Support Facility, shall be treated as the registered owner thereof for all purposes of the Indenture.
The payment of the Purchase Price of the Bonds tendered shall be subject to delivery of such Bonds duly endorsed in blank for transfer or accompanied by an 

  
 App. A-12









 
instrument of transfer thereof in form satisfactory to the Registrar and Paying Agent executed in blank for transfer at the principal office of the Registrar and Paying Agent at or prior to 10:00
a.m. (11:30 a.m. for Bonds bearing interest at the Weekly Rate and 12:00 noon, for Bonds bearing interest at the Daily Rate) (New York City time), on a specified purchase date. The Registrar and Paying Agent may refuse to make payment with respect
to any Bonds tendered for purchase pursuant to the Indenture not endorsed in blank or for which an instrument of transfer satisfactory to the Registrar and Paying Agent has not been provided. 

The Purchase Price of Bonds subject to tender for purchase pursuant to the Indenture, other than pursuant to Section 5.02 of the
Indenture, in an aggregate principal amount of at least one million dollars ($1,000,000) shall be payable in immediately available funds or by wire transfer upon written notice from the registered owner thereof containing the wire transfer address
(which shall be in the continental United States) to which such registered owner wishes to have such wire directed, if such written notice is received by the Registrar and Paying Agent not less than five (5) days prior to the related purchase
date. 
 The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to the
Indenture upon surrender thereof to the Registrar and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be
satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds of the same subseries registered in the
name of the transferee or transferees for a like aggregate principal amount, of any denomination or denominations authorized by the Indenture. No transfer of any Bond shall be effective until entered on the books of registry. 

All terms used herein which are defined in the Indenture and not otherwise defined herein shall have the respective meanings set forth in
the Indenture. 
 This Bond shall be governed by and construed in accordance with laws of the State of New York. 

  
 App. A-13









 IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its
behalf by the manual or facsimile signature of its President, Vice President or Treasurer and its seal or a facsimile thereof to be impressed, imprinted or otherwise reproduced hereon and attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary, as of the date set forth in the Certificate of Authentication. 
  

			
	NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY
		
	By	 	 
		 	President and CEO


  

	
	 (SEAL)

	
	 Attest:

	
	  
	Assistant Secretary


  
 App. A-14









 CERTIFICATE OF AUTHENTICATION 

This Bond is one of an issue described in the Indenture mentioned herein. 

 

			
	 The Bank of New York Mellon,
 as Trustee

		
	By:	 	 
		 	Authorized Officer


 Date of
Authentication: 

  
 App. A-15









 (FORM OF ASSIGNMENT) 

For value received __________________ hereby sells, assigns and transfers unto ______________ the within mentioned Bond and hereby
irrevocably constitutes and appoints _______________, Attorney, to transfer the same on the registration books in the office of the Registrar and Paying Agent with full power of substitution in the premises. 

___________________________ 

Dated: __________________ 
 I
hereby certify that the above signature is true and genuine. 
 ________________ Authorized Officer 

___________________________ Bank 

  
 App. A-16









 [Form of Bond Bearing an Auction Rate] 

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein. 
 NEW YORK STATE ENERGY RESEARCH AND 

DEVELOPMENT AUTHORITY 
 Facilities Revenue Bonds, Series 2010A 
 (Consolidated Edison Company of New York,
Inc. Project) 
 [(Subseries 2010[A-1, A-2 or A-3])] 
 No. A[-1, -2 or -3]R- 
  

					
	 MATURITY DATE
	  	ORIGINAL ISSUE DATE	  	CUSIP
			
	[_____]	  	[_____]	  	 

 REGISTERED OWNER: 
 PRINCIPAL SUM: 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY (the
“Authority”), a body corporate and politic, constituting a public benefit corporation, organized and existing under and by virtue of the laws of the State of New York, for value received, hereby promises to pay, but solely from the
revenues, income and other moneys hereinafter specified and not otherwise, to the registered owner named above or registered assigns, the principal amount specified above on the maturity date specified above (subject to the right of prior redemption
hereinafter described), upon presentation and surrender of this Bond, and to pay interest on such principal amount, but solely from such revenues, income and other moneys hereinafter specified and not otherwise, from the date of authentication
hereof, or if such date shall not be an Interest Payment Date from the next preceding Interest Payment Date, or if the date of authentication is after the Record Date next preceding the next succeeding Interest Payment Date from the next succeeding
Interest Payment Date until the payment of such principal amount in full, at the Auction Rate hereinafter described, such interest being payable on each Interest Payment Date in each year, by check mailed to the registered owner hereof at such
owner’s address as it appears on the registration books kept by the Registrar and Paying Agent pursuant to the Indenture hereinafter mentioned; provided, that (i) while the Securities Depository is the registered owner of the Bonds, all
payments of principal of and premium, if any, and interest on the Bonds shall be paid to the Securities Depository by wire transfer, (ii) prior to any Fixed Rate Conversion Date, interest on the Bonds shall be payable, at the option


  
 App. A-17









 
of any registered owner of at least one million dollars ($1,000,000) in aggregate principal amount of the Bonds, by wire transfer upon written notice received by the Registrar and Paying Agent
from such registered owner at least five days prior to the Record Date, containing the wire transfer address (which shall be in the continental United States) to which such registered owner wishes to have such wire directed, all as set forth in such
registration books at the close of business on the appropriate Record Date preceding an Interest Payment Date. If interest is in default it shall be paid to the person in whose name this bond is registered as set forth on the registration books as
of the record date as set forth in the Indenture. Except as set forth above, principal of and premium, if any, on this Bond are payable at the corporate trust office of The Bank of New York Mellon, in New York, New York, as Registrar and Paying
Agent of the Bonds. Principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. 
 This Bond is one of a duly authorized issue of Bonds of the Authority designated as “Facilities Revenue Bonds, Series 2010A (Consolidated Edison Company of New York, Inc. Project)”, issued in
the aggregate principal amount of Two Hundred Twenty-Five Million ($224,600,000), referred to herein as the “Bonds.” In order to distinguish between Bonds which are subject to different interest rate determination methods and other
features and to distinguish the portion of the Bonds to be remarketed by any particular Remarketing Agent, the Bonds may be designated and redesignated from time to time by the Authority in such a way as to identify one or more subseries of the
Bonds pursuant to Article II of the Indenture. This Bond and the issue of which it is one are authorized to be issued and are issued under, pursuant to and in full compliance with the Constitution and statutes of the State of New York, including
particularly the New York State Energy Research and Development Authority Act, Title 9 of Article 8 of the Public Authorities Law of the State of New York, as amended (the “Act”), a resolution of the Authority adopted on September 27,
2010 and a Trust Indenture dated as of November 1, 2010 between the Authority and The Bank of New York Mellon, as Trustee (herein, as it may be amended from time to time, called the “Indenture”). The Bonds are issued for the purpose
of refunding certain outstanding bonds of the Authority issued in order to provide funds for the refunding of certain obligations of the Authority originally issued to finance a portion of the cost of acquisition, construction and installation of
certain facilities of Consolidated Edison Company of New York, Inc. (the “Company”) for the local furnishing of electric energy within the Company’s service area in The City of New York and the County of Westchester, New York (all of
said facilities being referred to herein as the “Project”) pursuant to a Participation Agreement, dated as of November 1, 2010, between the Authority and the Company (hereinafter, as it may be amended or supplemented from time to
time, called the “Participation Agreement”). Under the Participation Agreement and the promissory note delivered to the Trustee (the “Note”), the Company is required to make payments to the Trustee for deposit to the Bond Fund
established pursuant to the Indenture in an amount sufficient to pay the portion of principal of and premium, if any, and interest on the Bonds when due. The Participation Agreement also imposes on the Company certain obligations respecting the use
and operation of the Project. A copy of the Participation Agreement is on file at the principal office of the Trustee, and reference is hereby directed to the Participation Agreement for the provisions thereof. 

The terms and provisions pertaining to Bonds bearing a Fixed Rate or another Adjustable Rate are set forth in separate bond certificates.


  
 App. A-18









 A copy of the Indenture is on file at the principal office of the Trustee. Reference is
hereby directed to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds; the collection and disposition of revenues; a description of the nature and extent of the security for the
Bonds, the funds and moneys pledged for the payment of the premium, if any, and interest on and the principal of the Bonds; the nature and extent and manner of enforcement of the pledge; the rights and remedies of the registered owners of Bonds with
respect thereto; the conditions for and the permissible extent of alteration, supplement and amendment of the Indenture or Participation Agreement; the terms and conditions upon which this Bond and the issue of which it is one are issued; the
rights, duties and obligations of the Authority and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity, purchase or redemption of
this issue and pursuant to which this Bond thereafter will no longer be secured by the Indenture, or be deemed to be outstanding thereunder, if sufficient moneys or certain specified securities shall have been deposited with the Trustee and held in
trust solely for the payment thereof; and for all other terms and provisions thereof. The provisions of the Act and the Indenture shall be a contract with the registered owner of this Bond, and the duties of the Authority and any employee thereof
under said Act and the Indenture shall be enforceable by the registered owner hereof, by mandamus or other appropriate suit, action or proceeding, in any court of competent jurisdiction in the State of New York. 

The Bonds are limited obligations of the Authority, and shall not constitute indebtedness of or a charge against the general credit of
the Authority or give rise to any pecuniary liability of the Authority. The liability of the Authority under the Bonds shall be enforceable only to the extent provided in the Indenture, and the Bonds shall be payable solely from the money and
revenues received from the payments made by the Company pursuant to the Participation Agreement and the Note or the income from the temporary investment thereof, and from amounts held under the Indenture including the proceeds of a Direct-Pay Credit
Facility, if any, and not from any other fund or source. Pursuant to the Indenture, the Authority has pledged and assigned to the Trustee its right, title and interest (with certain exceptions) in and to the Participation Agreement and the Note to
secure the payment of the principal of and premium, if any, and interest on the Bonds. The Bonds are and shall be secured by a prior and paramount lien and charge on said moneys and revenues. The Bonds shall not be a debt of the State of New York
and the State of New York shall not be liable thereon. Neither the Authority nor the State of New York is obligated to provide for the payment of the Purchase Price of tendered Bonds or payment of principal, premium, if any, or interest on the
Bonds. 
 This Bond shall not be entitled to any security, right or benefit under the Indenture or become valid or obligatory
for any purpose until it shall have been authenticated by the Trustee by its execution of the certificate of authentication endorsed hereon. 
 No covenant or agreement contained in this Bond or the Indenture shall be deemed to be a covenant or agreement of any member, agent or employee of the Authority in his or her individual capacity, and
neither the members of the Authority nor any officer thereof executing this Bond shall be liable personally on this Bond or be subject to any personal liability or accountability by reason of the issuance of this Bond. 

  
 App. A-19









 It is hereby certified, recited and declared that all acts, conditions and things required
by the Constitution and laws of the State of New York and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond and the issue of which this Bond is a part, do exist, have happened and have
been performed in due time, form and manner as required by such Constitution, laws and the Indenture; that the amount of this Bond and the issue of which this Bond is a part does not exceed any constitutional or statutory limitations of
indebtedness; and that provision has been made for the payment of the principal of and premium, if any, and interest on this Bond and the series of which it is a part as provided in the Indenture. 

EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.03 OF THE INDENTURE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY
TO A NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. 

Interest Rate Provisions 

THE AUCTION PERIOD, THE AUCTION RATE, THE SELECTION OF THE METHOD OF DETERMINING THE AUCTION RATE AND DATES OF PAYMENT OF INTEREST ON
THE BONDS AND THE AUCTION PROCEDURES RELATED THERETO WILL BE DETERMINED UPON THE TERMS AND CONDITIONS, INCLUDING REQUIRED NOTICES THEREOF TO THE OWNERS, DESCRIBED IN THE INDENTURE, TO WHICH PROVISIONS SPECIFIC REFERENCE IS HEREBY MADE AND ALL OF
WHICH PROVISIONS ARE HEREBY SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. 
 During any Auction Rate Period, the Bonds
shall bear interest at the Auction Rate determined as set forth in the Indenture. The initial Auction Period for each subseries of the Bonds immediately after any Change in the Interest Rate Mode to an Auction Rate, shall be a period from and
including the effective date of such Change in the Interest Rate Mode to and including the initial Auction Date which shall be determined by the Authority, with notice to the Trustee, on or prior to the effective date of the Change in the Interest
Rate Mode. The Auction Rate for any initial Auction Period immediately after any Change in the Interest Rate Mode to an Auction Rate, shall be the rate of interest per annum determined by the Remarketing Agent, with notice to the Trustee, the
Authority, the Registrar and Paying Agent and the Company, on a date not later than the effective date of such Change in the Interest Rate Mode as the minimum rate of interest which, in the opinion of the Remarketing Agent, would be necessary as of
such date to market Auction Rate Bonds in a secondary market transaction at a price equal to the principal amount thereof, provided that such interest rate shall not exceed the Maximum Allowed Rate. For any other Auction Period, the Auction Rate
shall be the rate of interest per annum that results from implementation of the Auction Procedures. The Auction Procedures are set forth in Article III of the Indenture. If on any Auction Date, the Auction Agent shall fail to determine, or for any
reason fail to timely provide, a rate of interest pursuant to the Auction Procedures, the Auction Rate for the next succeeding Auction Period shall be extended at the same rate and such Auction Period and each succeeding Auction Period shall be a
seven-day Auction Period until an Auction Period for which the Auction Agent shall determine and timely provide the rate of interest 

  
 App. A-20









 
pursuant to the Auction Procedures; provided, that, after three such periods during which such failure occurs, the Auction Rate shall become the Maximum Auction Rate until an Auction Period for
which the Auction Agent shall determine and timely provide the rate of interest pursuant to the Auction Procedures. Determination of an Auction Rate pursuant to the Auction Procedures shall be suspended upon a Change in the Interest Rate Mode or the
occurrence of a Payment Default. The Auction Rate for any Auction Period or remaining portion thereof following the occurrence of a Payment Default shall be equal to the Overdue Rate as determined on and as of the immediately preceding Auction Date.
Upon the occurrence of a Payment Default that has not been waived or cured on or prior to any Auction Date, no Auction will be held, all Submitted Bids and Submitted Sell Orders shall be rejected, the existence of Sufficient Clearing Bids shall be
of no effect and the Auction Rate for the next succeeding Auction Period shall equal the Overdue Rate on and as of such Auction Date. In the event of the suspension of the Auction Procedures due to a Payment Default, the Auction Procedures shall
resume two (2) Business Days after the date on which the Auction Agent receives notice from the Trustee that the Payment Default has been cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter.
The Overdue Rate shall be determined by the Trustee on each succeeding Auction Date. 
 The Bonds may also bear interest at one
of the following interest rates at the times and in the manner set forth in the Indenture: a “Commercial Paper Rate,” a “Daily Rate,” a “Weekly Rate,” a “Monthly Rate,” a “Semi-annual Rate”, a
“Term Rate” or a “Fixed Rate”. 
 Redemption Provisions 

Optional Redemption. The Bonds shall be subject to redemption, at the option of the Authority upon the request of the Company, on
the Business Day immediately succeeding each Auction Date, as a whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption. 

Redemption at Demand of the State of New York. Under the provisions of Section 1864 of the Act, the State of New York may,
upon furnishing sufficient funds therefor, require the Authority to redeem, prior to maturity, as a whole, the Bonds on any Interest Payment Date not less than twenty years after their date of original issuance at a redemption price of 105% of their
face value and accrued interest or at such lesser redemption price as may be applicable to an optional redemption at that time. 

Purchase in Lieu of Redemption. Following the Initial Term Rate Period, whenever Bonds have been called for redemption pursuant to
Section 5.01 of the Indenture, the Company may, by written notice to the Authority and the Trustee delivered in advance of the redemption date for the Bonds, elect to purchase such bonds in lieu of redemption with the effect that the payment
made by the Company pursuant to Section 6.01 of the Participation Agreement shall be considered the payment by the Company of the Purchase Price for the Bonds and from and after the redemption date the Company shall be deemed to be the owner of
the Bonds which shall continue to be outstanding subject to the terms and conditions of the Indenture. 

  
 App. A-21









 Procedure for Redemption. In the event any of the Bonds are called for redemption,
the Trustee shall give notice of the redemption of such Bonds in accordance with the Indenture. 
 Notice of redemption shall be
given by mailing a copy of the redemption notice by first-class mail at least fifteen (15) days prior to the date fixed for redemption to the registered owners of such Bonds to be redeemed at the addresses shown on the registration books
maintained by the Registrar and Paying Agent; provided, however, that failure to give notice to any Holder of a Bond or any defects in such notice shall not affect the proceedings for the redemption of the Bonds for which notice has been properly
given. Any redemption may be conditioned on the receipt of moneys by the Registrar and Paying Agent sufficient to pay the redemption price on the Redemption Date of Bonds called for redemption, if the notice of redemption so states. 

Mandatory Tender for Purchase Upon a Change in the Interest Rate Mode. Upon a Change in the Interest Rate Mode, the Bonds shall be
subject to mandatory tender for purchase in accordance with the Indenture, on the effective date of such Change in the Interest Rate Mode at the Purchase Price. 
 General Provisions Applicable to Mandatory Tenders for Purchase of Bonds. If interest has been paid on the Bonds, or an amount sufficient to pay interest thereon has been deposited in the Bond
Fund, or an amount sufficient to pay accrued interest thereon, if any, has been set aside in the Bond Purchase Fund held under the Bond Purchase Trust Agreement, and the Purchase Price shall be available under the Bond Purchase Fund for payment of
Bonds subject to tender for purchase in accordance with the Indenture and if a registered owner fails to deliver or does not properly deliver such Bonds to the Registrar and Paying Agent on the purchase date therefor, such Bonds shall nevertheless
be deemed tendered and purchased on the date established for the purchase thereof, no interest shall accrue on such Bonds from and after the date of purchase and such former registered owners shall have no rights under the Indenture as the
registered owners of such Bonds, except the right to receive the Purchase Price of and interest to the purchase date, if any, on such Bonds upon delivery thereof to the Registrar and Paying Agent in accordance with the provisions of the Indenture.
The purchaser of any such Bonds remarketed by the Remarketing Agent, or the issuer of the Support Facility, if any, to the extent Bonds are purchased with the proceeds of a draw on, or borrowing or payment under, the Support Facility, shall be
treated as the registered owner thereof for all purposes of the Indenture. The payment of the Purchase Price of the Bonds tendered shall be subject to delivery of such Bonds duly endorsed in blank for transfer or accompanied by an instrument of
transfer thereof in form satisfactory to the Registrar and Paying Agent executed in blank for transfer at the principal office of the Registrar and Paying Agent at or prior to 10:00 a.m. (New York City time), on a specified purchase date. The
Registrar and Paying Agent may refuse to make payment with respect to any Bonds tendered for purchase pursuant to the Indenture not endorsed in blank or for which an instrument of transfer satisfactory to the Registrar and Paying Agent has not been
provided. 
 The Purchase Price of Bonds subject to tender for purchase pursuant to the Indenture in an aggregate principal
amount of at least one million dollars ($1,000,000) shall be payable in immediately available funds or by wire transfer upon written notice from the 

  
 App. A-22









 
registered owner thereof containing the wire transfer address (which shall be in the continental United States) to which such registered owner wishes to have such wire directed, if such written
notice is received by the Registrar and Paying Agent not less than five (5) days prior to the related purchase date. 

Registered owners of Auction Rate Bonds subject to mandatory tender for purchase upon a Change in the Interest Rate Mode shall have no
right to retain such Bonds and shall be required to tender such Auction Rate Bonds on the date established for the mandatory tender for purchase thereof. 
 The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to the Indenture upon surrender thereof to the Registrar and Paying Agent, together with an
assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer the
Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds of the same subseries registered in the name of the transferee or transferees for a like aggregate principal amount, of any
denomination or denominations authorized by this Indenture. No transfer of any Bond shall be effective until entered on the books of registry. 
 All terms used herein which are defined in the Indenture and not otherwise defined herein shall have the respective meanings set forth in the Indenture. 

This Bond shall be governed by and construed in accordance with laws of the State of New York. 

IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of
its President, Vice President or Treasurer and its seal or a facsimile thereof to be impressed, imprinted or otherwise reproduced hereon and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, as of the date set
forth in the Certificate of Authentication. 
  

									
		 		 	 NEW YORK STATE ENERGY RESEARCH
 AND DEVELOPMENT AUTHORITY

					
		 		 		 	By	 	 
		 		 		 		 	President and CEO
	 (SEAL)
	 		 		 	
				
	 Attest:
	 		 		 	
				
	 	 		 		 	
	Assistant Secretary	 		 		 	


  
 App. A-23









 CERTIFICATE OF AUTHENTICATION 

This Bond is one of an issue described in the Indenture mentioned herein. 

 

			
	 The Bank of New York Mellon,
 as Trustee

		
	By:	 	 
		 	Authorized Officer


 Date of
Authentication: 

  
 App. A-24









 (FORM OF ASSIGNMENT) 

For value received
                                 hereby sells, assigns and transfers unto
                                 the within mentioned Bond and hereby irrevocably
constitutes and appoints                                 , Attorney, to transfer
the same on the registration books in the office of the Registrar and Paying Agent with full power of substitution in the premises. 
 Dated:
                     

I hereby certify that the above signature is true and genuine. 
                      Authorized Officer 

                     Bank


  
 App. A-25









 EXHIBIT A 
 (For use in change in the Interest Rate Mode) 
 NEW YORK STATE ENERGY RESEARCH
AND DEVELOPMENT AUTHORITY 
 FACILITY REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 

(CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT) 
 CUSIP NO.              
 NOTICE OF CHANGE IN THE INTEREST RATE MODE 
 Notice is hereby given to the
Trustee, Remarketing Agent, [Market Agent,] Registrar and Paying Agent, the Company, [the Support Facility Issuer], [the Auction Agent] and the registered owners of $             of
the above-captioned issue (the “Bonds”) of New York State Energy Research and Development Authority (the “Authority”) that: 
 1. In accordance with the Trust Indenture relating to the Bonds (the “Indenture”), dated as of November 1, 2010 between the Authority and The Bank of New York Mellon (the
“Trustee”), subject to the conditions hereinafter set forth, if any, the interest rate on the Bonds (or such lesser principal amount thereof as may be specified in an attachment hereto) will be changed to a different Interest Rate Mode on
             (the “Effective Date”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture. The
following statements are summaries of certain provisions of the Indenture which do not purport to be complete and are qualified in their entirety by reference to the Indenture. 

2. Upon delivery of this notice to the registered owners of the Bonds, the Bonds are subject to mandatory tender on the Effective Date at
a purchase price equal to the principal amount thereof [plus premium in the amount of [            ] (the “Purchase Price”). Accrued interest on the Bonds is anticipated to
be paid separately in accordance with Section 9.03(a) of the Indenture. In the event the interest is not so paid, the Purchase Price shall include an amount equal to the accrued and unpaid interest. 

3. The proposed Change in the Interest Rate Mode shall take effect only if the applicable conditions set forth in Article IV of the
Indenture have been satisfied. 
 4. [If there is a failure to meet the conditions for a Change in the Interest Rate Mode, the
Bonds will remain subject to mandatory tender for purchase on the date that would have been the effective date of the new interest rate mode had all such conditions been met on that date.] 

5. Registered owners of Bonds are required to deliver their Bonds to the Registrar and Paying Agent at The Bank of New York Mellon, 101
Barclay Street 21W, New York, New York 10286, Attention: Corporate Trust Trustee Administration, no later than [Registrar and Paying Agent to insert proper time], New York City time, on the Effective Date at the office of the Registrar and Paying
Agent referred to above, endorsed in blank by the registered owner thereof or accompanied by an instrument of transfer thereof in form satisfactory to the Registrar and Paying Agent executed for transfer in blank by the registered owner thereof








 
(the Registrar and Paying Agent being able to refuse to make payment with respect to any such Bond not endorsed in blank or for which an instrument of transfer satisfactory to it has not been
provided). 
 6. Each registered owner of Bonds who has properly tendered such Bonds in accordance with the above provisions
will be paid the Purchase Price therefor on the Effective Date, and if such Purchase Price is paid, such registered owner shall have no further rights with respect to said Bonds. 

7. Holders of Bonds subject to mandatory tender shall have no right to retain such Bonds and shall be required to tender such Bonds on
the date established for the mandatory tender for purchase thereof. 
 8. With respect to any registered owner of Bonds who has
not properly tendered such Bonds in accordance with the above provisions of this notice, (A) such registered owner’s Bonds will be deemed tendered and purchased on the Effective Date at the Purchase Price, (B) such registered owner
will be paid interest on such Bonds on the Effective Date as provided in the Indenture and will be paid such Purchase Price for such Bonds upon the tender of such Bonds to the Registrar and Paying Agent and (C) interest on such Bonds shall
cease to be payable to such registered owner from and after the Effective Date, and after the Effective Date such registered owner will have no rights with respect to such Bonds except to receive payment of the Purchase Price upon tender of such
Bonds to the Registrar and Paying Agent. 
 Dated:
                     
  

			
	NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY
		
	By:	 	 
		 	The Bank of New York Mellon, as Trustee









 EXHIBIT B 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY 
 FACILITIES
REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 
 (CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT)

 CUSIP NO.              

CERTIFICATE PURSUANT TO SECTION [4.01.3(A)(ii) or 4.02.3(A)(ii)] 

OF THE INDENTURE 
 NOTICE IS HEREBY GIVEN to the Trustee [and the Auction Agent] that New York State Energy Research and Development Authority (the “Authority”) at the written request of Consolidated Edison
Company of New York, Inc. (the “Company”) hereby authorizes the establishment of a              Rate. 

Notice is also HEREBY GIVEN that the Authority has obtained confirmation on behalf of the Company that Bond Counsel had advised the
Authority that it expects to be able to give its opinion on the effective date of the Change in the Interest Rate Mode to the effect that the change to the              Rate is
authorized by the Indenture referred to below, is permitted under the Act and will not have an adverse effect on the exclusion of interest on the Bonds from gross income for federal income tax purposes. 

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Trust Indenture
relating to the above-captioned Bonds, dated as of November 1, 2010, by and between the Authority and The Bank of New York Mellon, as Trustee. 
  

			
	NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY
		
	By:	 	 
		 	Authorized Representative









 EXHIBIT C 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY 
 FACILITIES
REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 
 (CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT)

 CUSIP NO.              

CERTIFICATE PURSUANT TO SECTION [4.01.3(B) or 4.02.3(B)(ii)] OF THE 

INDENTURE 

NOTICE IS HEREBY GIVEN to the Trustee [and the Auction Agent] that with respect to a Change in the Interest Rate Mode pursuant to
Section 4.01 or 4.02 of the Indenture referred to below all of the Bonds referred to above tendered or deemed tendered have been purchased at a price equal to the principal amount thereof plus premium, if any, plus any accrued and unpaid
interest with funds provided from the remarketing of such Bonds in accordance with the Remarketing Agreement, from the proceeds of a Support Facility, or from other funds deposited with the Trustee or the Registrar and Paying Agent. 

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Trust Indenture
relating to the above-captioned Bonds, dated as of November 1, 2010 by and between the New York State Energy Research and Development Authority and The Bank of New York Mellon, as Trustee. 

 

			
	CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
		
	By:	 	 
		 	Authorized Company Representative









 EXHIBIT D 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY 
 FACILITIES
REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 
 (CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT)

 CUSIP NO.              

NOTICE OF FAILURE OF CONDITIONS 
 NOTICE IS HEREBY GIVEN to the Authority, the Company and the registered owners of the above captioned issue that the conditions for effecting a Change in the Interest Rate Mode to a
             Rate have not been met. 
 The above-captioned
Bonds will therefore continue to bear interest at the current              Rate and be subject to the provisions of the Indenture referred to below applicable while such Bonds bear
interest at the current              Rate. 

[Notwithstanding the failure to meet the conditions for a Change in the Interest Rate Mode, the Bonds will remain subject to mandatory
tender for purchase on the date that would have been the effective date of the new interest rate mode had all such conditions been met on that date.] 
 Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Trust Indenture relating to the above-captioned Bonds, dated as of November 1, 2010
by and between the New York State Energy Research and Development Authority and The Bank of New York Mellon, as Trustee. 
  

			
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	 
		
	Title:	 	 









 EXHIBIT E 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY 
 FACILITIES
REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 
 (CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT)

 NOTICE OF ELECTION TO TENDER 
  

	Note:	The substance of this Notice must be given to the Registrar and Paying Agent and the Remarketing Agent by telephone at
(212)             and             , respectively, at or prior to the time this Notice must be delivered.


 1. The undersigned,             , owner of
the following Bonds: 
 Cusip Number1                 Principal Amount

 hereby notifies you of its election to tender such Bonds for purchase on
[            ,     ], (which date shall be a Business Day). If this Bond bears interest at a Daily Rate as defined in the Indenture referred to below, the
date of purchase shall be the date of delivery of this Notice to the Registrar and Paying Agent and the Remarketing Agent if received by 10:00 a.m., New York City time, or may be any Business Day thereafter. If this Bond bears interest at a Weekly
Rate as defined in the Indenture the date of purchase shall be a Business Day not prior to the seventh (7th) day immediately following the date of delivery of this Notice to the Registrar and Paying Agent and the Remarketing Agent. 

2. If only a portion of a Bond is being tendered, both the tendered portion and untendered portion must be authorized denominations
($100,000 or any integral multiple thereof) for Bonds bearing a Daily Rate or Weekly Rate. 
 3. After its execution and
delivery by the undersigned, this notice will be irrevocable. 
 4. The person or persons to whom or to whose order the proceeds
of the purchase of the above-referenced Bonds are to be paid, such person’s or persons’ taxpayer identification number or numbers and the address or addresses of such payee or payees is
            ; which information the undersigned, under the penalties of perjury, certifies to be true, correct and complete. 

5. The undersigned hereby undertakes to deliver the Bonds to The Bank of New York Mellon (the “Registrar and Paying Agent”) no
later than 11:30 a.m., New York City time, for Bonds bearing interest at the Weekly Rate, and 12:00 noon, New York City time, for Bonds bearing interest at a Daily Rate, at the office of the Registrar and Paying Agent located at 101 Barclay
Street – 21W, New York, New York 10286, Attention: Corporate Trust Trustee Administration, endorsed in blank for transfer or accompanied by an instrument of transfer executed in blank for transfer and acknowledges that any instrument of
transfer must be in a form satisfactory to the Registrar and Paying Agent and that the Registrar and Paying Agent may 
  

	1	 Bond Number, if Bonds are no longer held by Securities Depository. 









 
refuse to make payment with respect to any Bond not endorsed in blank or for which an instrument of transfer satisfactory to the Registrar and Paying Agent has not been provided. 

6. The undersigned hereby also assigns and transfers and directs the Registrar and Paying Agent to transfer the Bonds delivered in
connection herewith to the appropriate party under the terms and conditions contained in the Indenture. 
 7. The undersigned
acknowledges that in the event of a failure to deliver the Bonds or in the event such Bonds are not properly delivered, such Bonds shall nevertheless be deemed tendered and purchased on the date referred to in (1) above, no interest shall
accrue thereon to the undersigned from and after such date of purchase and that the undersigned shall have no rights under the Bonds or under the Indenture except the right to receive the purchase price of the Bonds. 

8. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Trust Indenture
relating to the above-captioned Bonds, dated as of November 1, 2010, by and between the New York State Energy Research and Development Authority and The Bank of New York Mellon, as Trustee (the “Indenture”). The statements contained
herein are summaries of certain provisions of the Indenture which do not purport to be complete and are qualified in their entirety by reference to the Indenture. 
 Dated:              
  

	
	Name of Owner as it is written on the face of the above-listed Bonds in every particular, without alteration, enlargement or any change whatsoever



 

	
	
	  
	Witness








 EXHIBIT F 
 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY 
 FACILITIES
REVENUE BONDS, SERIES 2010A [(SUBSERIES 2010A-[ ])] 
 (CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. PROJECT)

 NOTICE OF MANDATORY TENDER UPON EXPIRATION OF 

ANY SUPPORT FACILITY, UPON DELIVERY OF 
 AN ALTERNATE SUPPORT FACILITY OR 
 UPON OCCURRENCE OF ANY TERMINATING
EVENT 
 Notice is hereby given to the registered owners of the above-captioned issue (the “Bonds”) of New York
State Energy Research and Development Authority (the “Authority”) that: 
 1. In accordance with the Trust Indenture
relating to the Bonds (the “Indenture”) dated as of November 1, 2010, between the Authority and The Bank of New York Mellon (the “Trustee”), notice is hereby given that [the Support Facility issued by
             with respect to the Bonds (the “Support Facility”) will expire on             , an Alternate
Support Facility will be substituted therefor on             , or a Terminating Event with respect to a Support Facility has occurred] and that all Bonds, other than Bonds held by or
for the account of the Company or the Liquidity Facility Issuer, are subject to mandatory tender under the circumstances set forth in [Section 5.08 or 5.09] of the Indenture as hereinafter set forth at a purchase price equal to the principal
amount thereof [plus premium in the amount of [            ] (the “Purchase Price”). Accrued interest on the Bonds is anticipated to be paid separately in accordance with
Section 9.03.1(a) of the Indenture. In the event the interest is not so paid, the Purchase Price shall include an amount equal to the accrued and unpaid interest. 
 2. The Bonds are subject to mandatory tender for purchase on              (the “Mandatory Tender Date”). 

3. From and after the Mandatory Tender Date the Bonds is expected to [continue to] bear interest [insert information on interest rate to
be effective after mandatory tender date, including method of determining interest rate and Interest Payment Dates]. [Insert information whether any letter of credit, line of credit, insurance policy, surety bond, standby bond purchase agreement or
other instrument is expected to be available for the payment of the principal or purchase price of, or interest on, such Bonds and, if so, describing such instrument]. 
 4. Registered owners of Bonds are required to deliver their Bonds to the Registrar and Paying Agent on the Mandatory Tender Date at the office of the Registrar and Paying Agent located at The Bank of New
York Mellon, 101 Barclay Street – 21W, New York, New York 10286, Attention: Corporate Trust Trustee Administration, endorsed in blank by the registered owner thereof or accompanied by an instrument of transfer thereof in form satisfactory to
the Registrar and Paying Agent executed in blank by the registered owner thereof (the Registrar and Paying Agent being able to refuse to make payment with respect to any such Bond not endorsed in blank or for which an instrument of transfer
satisfactory to it has not been provided). 







 5. Each registered owner of Bonds who has properly tendered such Bonds in accordance with
the above provisions will be paid the Purchase Price, and if such Purchase Price is paid, such registered owner shall have no further rights with respect to said Bonds. 
 6. Holders of Bonds subject to mandatory tender for purchase on the Mandatory Tender Date shall have no right to retain their Bonds and shall be required to tender such Bonds no later than the Mandatory
Tender Date as provided herein. 
 7. With respect to any registered owner of Bonds who has not properly tendered such Bonds in
accordance with the above provisions of this notice (A) such registered owner’s Bonds will nevertheless be deemed tendered and purchased on the Mandatory Tender Date at the Purchase Price, (B) such registered owner will be paid
interest on such Bonds on the Mandatory Tender Date as provided in the Indenture and will be paid such Purchase Price for such Bonds upon the tender of such Bonds to the Registrar and Paying Agent and (C) interest on such Bonds shall cease to
be payable to such registered owner from and after the Mandatory Tender Date, and after the Mandatory Tender Date such registered owner will have no rights with respect to such Bonds except to receive payment of the Purchase Price upon tender of
such Bonds to the Registrar and Paying Agent. 
 8. Capitalized terms used herein and not otherwise defined herein shall have
the meanings given to such terms in the Indenture. The statements contained herein are summaries of certain provisions of the Indenture which do not purport to be complete and are qualified in their entirety by reference to the Indenture.

 Dated:                     

  

	
	NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY