TRUST INDENTURE

Section 1.1. Definitions. 

Section 1.2. Certain Rules of Interpretation. 

Section 2.1. Authorized Amount and Issuance of 2008A Bonds; Disposition of 2008A

Bond Proceeds. 

Section 2.2. Terms of the 2008A Bonds. 

Section 2.3. [Reserved.] 

Section 2.4. [Reserved.] 

Section 2.5. Form of 2008A Bonds; Execution; 2008A Bonds Equally and Ratably Secured;

 Limited Obligation of the Issuer. 

Section 2.6. Authentication. 

Section 2.7. Registration, Transfer and Exchange .

Section 2.8. Mutilated, Destroyed, Lost or Stolen 2008A Bonds .

Section 2.9. Payments of Principal, Redemption Price, Purchase Price and Interest; Persons

Entitled Thereto; Record Dates. 

Section 2.10. Temporary 2008A Bonds.

Section 2.11. Cancellation of Surrendered 2008A Bonds.

Section 2.12. Acts of Registered Owners; Evidence of Ownership. 

Section 2.13. Book Entry System. 

Section 2.14. Payments to Cede & Co.; Payments to Beneficial Owners. 

Section 2A.1.  Daily Rate. 

Section 2A.2.  Weekly Rate. 

Section 2A.3.  Monthly Rate. 

Section 2A.4.  Term Rate. 

Section 2A.5.  Conversion at Option of Company. 

Section 2A.6.  Initial Interest Rates and Subsequent Conversion.

Section 2B.1.  Optional Tender for Purchase of Weekly Rate and Monthly Rate 2008A

Bonds. 

Section 2B.2.  Mandatory Tender for Purchase on Each Conversion Date and at End of Each

Term Rate Period.

Section 2B.3.  Mandatory Tender for Purchase Upon Liquidity Facility Expiration,

Replacement or Termination Due to Non-Reimbursement or Default. 

Section 2B.4.  Mandatory Tender and Purchase Upon Provision or Termination of Liquidity

Facility. 

Section 2B.5.  Drawings on Liquidity Facility: 2008A Bonds Purchased with Proceeds of

Liquidity Facility. 

Section 2B.6.  [Reserved]. 

Section 2B.7.  No Tenders in Certain Circumstances. 

Section 2B.8.  Inadequate Funds for Tenders. 

Section 2C.1.  Liquidity Facility. 

Section 2C.2.  Drawings on Liquidity Facility. 

Section 2C.3.  Reduction. 

Section 2C.4.  Expiration. 

Section 2C.5.   [Reserved.]

Section 2C.6.   Extension. 

Section 2C.7.  Replacement with Alternate Liquidity Facility. 

Section 2C.8.  Notices of Extension or Replacement. 

Section 2C.9.  Other Credit or Liquidity Enhancement:  No Credit or Liquidity Enhancement. 

Section 2D.1.  Appointment. 

Section 2D.2  Duties. 

Section 2D.3.  Qualification.

Section 2D.4.  Resignation; Removal. 

Section 2D.5.  Notices. 

Section 2D.5.  Notices. 

Section 3.1. Establishment of Funds and Accounts. 

Section 3.2. Debt Service Fund .

Section 3.3. [Reserved.] 

Section 3.4. [Reserved.] 

Section 3.5. Debt Service Fund Moneys to be Held for All Registered Owners, With Certain

Exceptions. 

Section 3.6. Additional Accounts and Subaccounts.

Section 4.1. Investment of Funds. 

Section 4.2. Arbitrage Bond Covenant.

Section 4.3. Covenants Regarding Tax Exemption. 

Section 5.1. 2008A Bonds Subject to Redemption; Selection of 2008A Bonds for

Redemption.

Section 5.2. Notice of Redemption.

Section 5.3. Effect of Redemption. 

Section 5.4. Purchase in Lieu of Redemption. 

Section 5.5. Payment of Redemption Price; 2008A Bonds Redeemed in Part. 

Section 5.6. Optional Redemption. 

Section 5.7. Special Mandatory Redemption. 

Section 5.8. [Reserved.]

Section 6.1. General Limitation; Issuer’s Representation. 

Section 6.2. Payment of 2008A Bonds and Performance of Covenants.

Section 6.3. Enforcement of the Loan Agreement.

Section 6.4. No Personal Liability. 

Section 6.5. Exemption from Federal Income Taxation.

Section 6.6. Corporate Existence; Compliance with Laws. 

Section 6.7. Filings. 

Section 6.8. Further Assurances. 

Section 6.9. Inspection of Books. 

Section 7.1. Events of Default Defined. 

Section 7.2. Acceleration and Annulment Thereof. 

Section 7.3. Legal Proceedings by Trustee. 

Section 7.4. Discontinuance of Proceedings by Trustee. 

Section 7.5. Registered Owners May Direct Proceedings. 

Section 7.6. Limitations on Actions by Registered Owners. 

Section 7.7. Trustee May Enforce Rights Without Possession of 2008A Bonds. 

Section 7.8. Remedies Not Exclusive. 

Section 7.9. Delays and Omissions Not to Impair Rights. 

Section 7.10. Application of Moneys in Event of Default. 

Section 7.11. Trustee’s Right to Receiver. 

Section 7.12. Trustee and Registered Owners Entitled to All Remedies. 

Section 7.13. Waiver of Past Defaults. 

Section 8.1. Certain Duties and Responsibilities of Trustee. 

Section 8.2. Notice if Event of Default Occurs or Notice if Taxability Occurs. 

Section 8.3. Certain Rights of Trustee. 

Section 8.4. Trustee Not Responsible for Recitals or Issuance of 2008A Bonds. 

Section 8.5. Trustee May Hold 2008A Bonds. 

Section 8.6. Money Held in Trust. 

Section 8.7. Corporate Trustee Required; Eligibility. 

Section 8.8. Resignation and Removal of Trustee; Appointment of Successor. 

Section 8.9. Acceptance of Appointment by Successor Trustee. 

Section 8.10. Merger, Conversion, Consolidation or Succession to Business. 

Section 8.11. Fees, Charges and Expenses of Trustee. 

Section 8.12. Appointment, Capacities and Duties of Paying Agent.

Section 8.13. Paying Agent May Act Through Agents; Answerable Only for Willful

Misconduct or Gross Negligence. 

Section 8.14. Compensation and Indemnity. 

Section 8.15. Reliance. 

Section 8.16. Paying Agent May Deal in 2008A Bonds. 

Section 8.17. Removal or Resignation of Paying Agent. 

Section 8.18. Successor Paying Agents. 

Section 8.19. Trustee and Paying Agent Obligations Survive Final Payment or Defeasance. 

Section 9.1. Amendments and Supplements Without Registered Owners’ Consent. 

Section 9.2. Amendments With Company and Registered Owners’ Consent. 

Section 9.3. Amendments to Loan Agreement. 

Section 9.4. Right to Payment. 

Section 9.5. Amendment of Letter of Credit Facility. 

Section 9.6. Bank Consent. 

Section 10.1. Defeasance. 

Section 10.2. Effect of Defeasance. 

Section 11.1. Limitations on Recourse; Immunity of Certain Persons.

Section 11.2. Deposit of Funds for Payment of 2008A Bonds. 

Section 11.3. No Rights Conferred on Others. 

Section 11.4. Illegal, Etc. Provisions Disregarded.

Section 11.5. Substitute Publication of Notice.

Section 11.6. Mailed Notice. 

Section 11.7. Governing Law. 

Section 11.8. Successors and Assigns. 

Section 11.9. Action by Company. 

Section 11.10. Headings and Subheadings for Convenience Only. 

Section 11.11. Counterparts. 

Section 11.12. Additional Notices to Rating Agencies. 

This Trust Indenture, dated as of May 1, 2008 (the "Indenture") between the PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY, (the "Issuer"), a public instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth") and a public body corporate and politic organized and existing under the Pennsylvania Economic Development Financing Law, as amended (as defined herein, the "Act") and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York state chartered bank with trust powers duly organized and existing under the laws of the State of New York with a corporate trust office in Harrisburg, Pennsylvania, as Trustee (the "Trustee"),

WHEREAS, the Issuer is empowered by the provisions of the Act, to enter into agreements providing for the financing of the acquisition, construction and equipping of industrial, commercial and specialized enterprises for the public for purposes of alleviating unemployment, maintaining employment at a high level and encouraging economic development in the Commonwealth and promoting the health, safety and general welfare of the people of the Commonwealth within the meaning of the Act, including solid waste disposal and recycling facilities; and

WHEREAS, the Issuer has previously issued on April 7, 2004 its $7,300,000 aggregate principal amount Exempt Facilities Revenue Bonds (The York Water Company Project) Series A of 2004 (the "2004A Bonds") and on December 9, 2004, the Issuer issued its $12,000,000 aggregate principal amount Exempt Facilities Revenue 2008A Bonds (The York Water Company Project) Series B of 2004 (the "2004B Bonds," and together with the 2004A Bonds, the "2004 Bonds"), the proceeds of which were loaned to The York Water Company (the "Company") for the financing of costs associated with the construction of a water intake pumping station adjacent to the Susquehanna River and a water main pipeline, together with related pumps, fittings, valves and other water infrastructure system improvements, all for the purpose of providing an additional source of surface water supply to meet the needs of the Company’s residential, commercial and industrial customers (the "Project Facilities") and paying some or all of the costs of issuance of the 2004 Bonds; and

WHEREAS, the 2004A Bonds were issued as fixed rate bonds pursuant to a Trust Indenture between the Issuer and the Trustee dated as of April 1, 2004; and

WHEREAS, the 2004B Bonds were issued as variable rate bonds pursuant to a Trust Indenture between the Issuer and the Trustee dated as of December 1, 2004; and

WHEREAS, the 2004B Bonds are insured by a financial guaranty insurance policy issued by XL Capital Assurance, Inc. (the "Insurer"); and

WHEREAS, due to the recent disruption in the municipal bond market, the Issuer, at the request of the Company, has determined to replace the Insurer through the issuance of its refunding 2008A Bonds (the "Project"), and therefore has authorized the issuance of $12,000,000 Exempt Facilities Revenue Refunding Bonds, Series A of 2008 (The York Water Company Project) (the "2008A Bonds"), the proceeds of which will be used, together with certain other available funds, to redeem $12,000,000 principal amount of the 2004B Bonds; and

WHEREAS, the 2008A Bonds will be issued as multi-modal bonds pursuant to this Indenture; and

WHEREAS, the Issuer has entered into a Loan Agreement dated as of May 1, 2008 (including any supplements and amendments thereto, the "Loan Agreement") with the Company providing for the loan by the Issuer to the Company of the proceeds of the 2008A Bonds for such purpose and the repayment of such loan by the Company; and

WHEREAS, the 2008A Bonds and the interest thereon are and shall be payable from funds drawn under an irrevocable, direct-pay letter of credit (the "Initial Letter of Credit") to be issued by PNC Bank, National Association (the "Initial LOC Bank").  Concurrently with the issuance of the 2008A Bonds and the Initial Letter of Credit by the Initial LOC Bank, the Company will enter into a Reimbursement, Credit and Security Agreement, dated as of May 1, 2008 (the "Reimbursement Agreement") with the Initial LOC Bank; and

WHEREAS, all things necessary to make the 2008A Bonds, when issued, executed and delivered by the Issuer and authenticated by the Trustee pursuant to this Indenture, the valid, legal and binding special obligations of the Issuer, and to constitute this Indenture a valid pledge of certain income and hereinafter defined Revenues of the Issuer for the payment of the principal of, premium, if any, and interest on the 2008A Bonds authenticated and delivered under this Indenture, have been performed and the creation, execution and delivery of this Indenture, and the creation, execution and issuance of the 2008A Bonds, subject to the terms hereof, have in all respects been duly authorized;

That the Issuer in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the 2008A Bonds by the Owners thereof, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to secure the payment of the principal or purchase price of, premium, if any, and interest on the 2008A Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained and the rights of the Bank , (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and the Bank and to their respective successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to (i) the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), (ii) all the Revenues of the Issuer, and (iii) all funds (other than the Rebate Fund) and accounts established under this Indenture and all moneys and investments now or hereafter held therein ((i), (ii) and (iii) are collectively, the "Trust Estate"); provided, however, that nothing in the 2008A Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth or any other political subdivision of the Commonwealth, nor shall this Indenture or the 2008A Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth or any political subdivision thereof;

TO HAVE AND TO HOLD the same unto the Trustee and the Bank and their respective successors in trust forever;

IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security first , of those who shall hold or own the 2008A Bonds issued hereunder, or any of them, without preference of any of said 2008A Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, and second , of a Bank in consideration of the issuance by such Bank of a Letter of Credit, except as otherwise provided herein;

IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such 2008A Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the 2008A Bonds, or any of them, as follows:

Section 1.1.   Definitions .

Terms used in this Indenture with the initial letter capitalized shall have the meanings specified in this Section 1.1 or if not defined in this Section 1.1, shall have the meanings specified in the recitals or other provisions of the Indenture as applicable.  All words and terms used in this Indenture and not defined herein shall, if defined in the Loan Agreement, have the meaning set forth therein.  The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the Form of 2008A Bond) refer to the entire Indenture.  All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

"Act" means the Pennsylvania Economic Development Financing Law (Act of August 23, 1967 P. L. 251, No. 102), as amended, including the amendments made by Act of December 17, 1993, No. 74.  The Act is codified at 73 P.S. § 371 et seq .

"Act of Bankruptcy" means any of the following events:

(i)   The Company (or any Person obligated, as guarantor or otherwise, to make payments under the Loan Agreement) shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the Company (or any such other Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) or of all or any substantial part of its property, (b) commence a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect and including any amendments thereto, or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or

(ii)   A proceeding or case shall be commenced in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts, of the Company (or any Person obligated, as guarantor or otherwise, to make payments under the Loan Agreement), (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company (or any Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) or of all or any substantial part of its property, or (c) similar relief in respect of the Company (or any such other Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts.

"Administrative Expenses" means fees and expenses of the Trustee, the Paying Agent, the Remarketing Agent and the Issuer including, without limitation, the reasonable fees and expenses of their counsel and other professional advisors.

"Affiliate" means any person or company directly or indirectly controlling, controlled by or under common control with the Company.

"Alternate Credit Facility" means an irrevocable letter of credit, surety bond or other liquidity device authorizing drawings thereon by the Trustee which shall have the same material terms as the Initial Letter of Credit.

"Authorized Representative" means (i) in the case of the Issuer, each person at the time designated to act on behalf of the Issuer by the most recent written certificate furnished to the Company and the Trustee containing the specimen signature of such person and signed on behalf of the Issuer by its Secretary or Assistant Secretary; and (ii) with respect to each person at the time designated to act on behalf of any other Person (e.g., the Company or the Trustee), by written certificate furnished to the Trustee containing the specimen signature of such other person and signed on behalf of such person, in case of a partnership by each of its general partners (or any other person authorized to sign on behalf of such Partnership) and in the case of a corporation by a person authorized by such corporation to deliver such certificates.

"Authorized Denominations" means, while the 2008A Bonds are in a Daily Mode, a Weekly Mode, or a Monthly Mode, $100,000 and integral multiples of $5,000 in excess thereof, and while the 2008A Bonds are in a Term Mode, $5,000 or integral multiples thereof.

"Available Moneys" means proceeds of a drawing under the Letter of Credit and proceeds of any remarketing of 2008A Bonds delivered by the Remarketing Agent to the Paying Agent hereunder (other than proceeds received from the Issuer, the Company or an Affiliate of either or an affiliate of the Issuer).  "Available Moneys" also means moneys paid to the Trustee by the Company with respect to which the Trustee and the Rating Service has received an opinion acceptable to it of nationally recognized counsel experienced in bankruptcy matters, to the effect that use of such moneys to pay the principal or purchase price of, premium on or interest on the 2008A Bonds will not constitute an avoidable transfer under Section 547 of the United States Bankruptcy Code (Title 11 of the United States Code) in the event of a bankruptcy case by the Issuer or by or against the Company or any Affiliate, as debtor.

"Bank" means the Initial LOC Bank and any other institution providing an Alternate Credit Facility.

"Beneficial Owners" means the owners of beneficial interests in the 2008A Bonds while 2008A Bonds are held by a Securities Depository.

"Bond Counsel" means any firm of nationally recognized Bond Counsel selected by the Issuer and not unsatisfactory to the Trustee or the Company.

"Bond Documents" means the Financing Documents and all other agreements, certificates, documents and instruments delivered in connection with any of the Financing Documents.

"Bond Obligations" means the Debt Service due and payable and to become due and payable, and any other amounts which may be owed by the Company to, or on behalf of, the Issuer or the Trustee under the Bond Documents.

"Bond Resolution" means the resolution of the governing body of the Issuer adopted on April 29, 2008, authorizing the issuance of the 2008A Bonds.

"Business Day" means any day which is not (a) a Saturday, a Sunday or, in the State of New York, the Commonwealth of Pennsylvania (or any other jurisdiction in which the Letter of Credit is being administered) or the city in which the corporate trust operations office of the Trustee or any duly appointed Paying Agent, the Remarketing Agent, the Bank or the office of the Trustee at which this Indenture is being administered is located, a legal holiday on which banks are authorized or required by law or other governmental action to be closed, or (b) a day on which the New York Stock Exchange is closed.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company Debt Service Account" means that special account of that name established pursuant to Section 3.1 hereof which shall also be an Eligible Account.

"Conversion Date" means any Interest Payment Date on which the Rate Mode of the 2008A Bonds is converted to another Rate Mode (including a conversion from one Term Mode to another Term Mode) pursuant to Section 2A.5.

"Daily Mode" means, with respect to the 2008A Bonds, the mode of bearing interest thereon at a Daily Rate.

"Daily Rate" means the rate of interest borne by the 2008A Bonds determined and adjusted daily for each Daily Rate Period pursuant to Section 2A.1.

"Daily Rate Calculation Date" means each Business Day in each calendar week.

"Daily Rate Period" means, while the 2008A Bonds bear interest at a Daily Rate, the period commencing on a Business Day and extending to, but not including, the next succeeding Business Day.

"Dated Date" means the date of delivery of the 2008A Bonds.

"Debt Service" means the principal of, premium, if any, and interest on the 2008A Bonds.

"Debt Service Fund" means the special fund of that name created pursuant to Section 3.1 hereof which shall also be an Eligible Account.

"Department" means the Department of Community and Economic Development of the Commonwealth.

"Determination of Taxability" means a Final Determination by the Internal Revenue Service or by a court of competent jurisdiction in the United States that, as a result of failure by the Company to observe or perform any covenant, condition or agreement on its part to be observed or performed under the Loan Agreement or as a result of the inaccuracy of any representation or agreement made by the Company under the Loan Agreement, the interest payable on any 2008A Bond is includable in the gross income of the Registered Owner or Beneficial Owner of such 2008A Bond (other than a Registered Owner or Beneficial Owner who is a "substantial user" of the Project Facilities or a "related person" within the meaning of Section 147(a) of the Code).

"Disqualified Contractor" means a Person which has been suspended or debarred by the Commonwealth under its Contractor Responsibility Program, Management Directive 215.9, as amended or replaced by a successive directive rule, regulation or statute from time to time or has been convicted by a court of competent jurisdiction of a crime for which a term of imprisonment of one year or more could have been imposed, and any Person controlled by a Person which has been so suspended, debarred or convicted. ›

"DTC" means The Depository Trust Company, acting as Securities Depository, as set forth in Section 2.13 hereof.

"DTC Participant" shall have the meaning assigned from time to time by DTC when used by DTC in reference to a "DTC Participant."

"Eligible Account" means an account that is either (a) maintained with a federal or state-chartered depository institution or trust company that has a Standard & Poor’s short-term debt rating of at least ‘A-2’ (or, if no short-term debt rating, a long-term debt rating of ‘BBB+’); or (b) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit, which, in either case, has corporate trust powers and is acting in its fiduciary capacity.  In the event that a fund required hereby to be an "Eligible Account" no longer is such, the Trustee shall promptly (and in any case, within not more than 30 calendar days) move such account to another financial institution such that the Eligible Account requirement will again be satisfied.

"Event of Default" means any of the events described in Section 7.1 hereof.

"Expiration Date" means the stated expiration date of a Letter of Credit Facility, as such date may be extended from time to time by the Bank.

"Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the 2008A Bonds from gross income of the owners thereof for federal income tax purposes.

"Final Determination" means, with respect to a private letter ruling or a technical advice memorandum of the Internal Revenue Service, written notice thereof in a proceeding in which the Company had an opportunity to participate and, otherwise, means written notice of a determination from which no further right of appeal exists or from which no appeal is timely filed with the next level of administrative or judicial review in a proceeding to which the Company was a party or in which the Company had the opportunity to participate.

"Financing Documents" means this Indenture, the Loan Agreement, the Tax Documents, the Letter of Credit and the 2008A Bonds.

"Government Obligations" means any one or more of the following:

(i)   Securities that are direct obligations of the United States of America or securities the timely payment of whose principal and interest is unconditionally guaranteed by the full faith and credit of the United States of America, trust receipts or other evidence of a direct claim upon the instruments described above, including but not limited to CATS (Certificates of Accrual on Treasury Securities), TIGRS (Treasury Investment Growth Receipts) and Government Trust Certificates; or

(ii)   To the extent permitted by law for the particular investment contemplated, pre-refunded municipal obligations meeting the conditions set forth in (a) through (e) below:

(a)   the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such municipal obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such municipal obligations has covenanted not to redeem such bonds other than as set forth in such instructions; and

(b)   the municipal obligations are secured by cash or non-callable United States Government Obligations that may be applied only to interest, principal and premium payments of such municipal obligations; and

(c)   the principal of and interest on such United States Government Obligations (plus any cash in an escrow fund) are sufficient to meet all of the liabilities of the municipal obligations; and

(d)   the cash and/or United States Government Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; and

(e)   the United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent.

"Indenture" means this Trust Indenture dated as of May 1, 2008, as hereafter amended and supplemented by any Supplemental Indenture.

"Installment Loan Payments" shall have the meaning ascribed thereto in the Loan Agreement.

"Interest Payment Date" means (i) with respect to 2008A Bonds bearing interest at the Daily Rate, Weekly Rate or Monthly Rate, the first Business Day of each calendar month, and (ii) with respect to 2008A Bonds bearing interest at the Term Rate, each Semiannual Date for the 2008A Bonds.

"Investment Securities" means and includes any of the following securities on which neither the Company nor any of its subsidiaries is the obligor:  (a) Government Obligations or obligations of any United States Government Related Entity or obligations guaranteed or insured as to principal and interest by the United States of America or any United States Government Related Entity; "United States Government-Related Entity" shall mean the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, General Services Administration, Government National Mortgage Association, Federal National Mortgage Association, each Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, each Federal Land Bank, each Federal Intermediate Credit Bank, Banks for Cooperatives and the Farm Credit System and The Student Loan Marketing Association; (b) obligations of a state, a territory, or a possession of the United States, or any political subdivision of any of the foregoing or of the District of Columbia as described in Section 103 of the Code, and rated not less than "A2" by Moody’s or "A" by another Nationally Recognized Statistical Rating Organization ("NRSRO"); split rated investments where one of the ratings falls below the minimum rating set forth above are not permitted; (c) domestic and eurodollar time deposits, overnight deposits, certificates of deposit and banker’s acceptances (i) maintained at or issued by any office or branch of any bank or trust company organized or licensed under the laws of the United States of America or any state thereof which bank or trust company has capital, surplus and undivided profits of at least $500,000,000, or (ii) maintained at or issued by any bank organized under the laws of a jurisdiction outside of the United States of America provided that the long term securities of such bank or trust company are rated A or higher (A2 in the case of Moody’s) by at least one NRSRO, in each case maturing not more than 360 days from the date of acquisition thereof; split rated investments where one of the ratings falls below the minimum rating set forth above are not permitted; (d) commercial paper and other instruments that are rated, or that are issued or guaranteed by an issuer that is rated, in the highest, short term category by at least two NRSROs (A-1 shall be deemed to be the highest short term rating for Standard and Poor’s) and maturing not more than 270 days from the date of acquisition thereof; (e) corporate notes and 2008A Bonds rated "A" or higher (A2 in the case of Moody’s) by two or more NRSROs maturing not more than 364 days from the date of acquisition thereof; split ratings where one of the ratings falls below the minimum rating set forth above are not permitted; (f) repurchase and reverse repurchase agreements with any bank (or a broker-dealer subsidiary of affiliate of such bank), provided such bank has combined capital, surplus and undivided profits of at least $500,000,000, or any primary dealer of United States government securities provided that the collateral is limited to the investments described in (a) above; (g) shares of any money market mutual fund registered with the Securities and Exchange Commission as an investment company under the Investment Advisors Act of 1940, as amended, including any such fund which is managed by the Trustee or one of its affiliates or subsidiaries, including, without limitation, any mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from such funds for services rendered, (ii) the Trustee charges and collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or its affiliates; and (h) as otherwise permitted by Commonwealth law for such funds.

"Issue Date" means the date on which 2008A Bonds are first authenticated and delivered to the initial purchasers against payment therefor.

"Letter of Credit" means the Initial Letter of Credit issued by the Initial LOC Bank to the Trustee on the Issue Date and any Alternate Credit Facility delivered pursuant to Section 2C.7 hereof.

"Letter of Credit Facility" means a letter of credit which provides coverage for payment of the purchase price of the 2008A Bonds tendered but not remarketed, a surety bond, a standby bond purchase agreement or other liquidity facility issued in accordance with Section 2C.1(b) and Section 2C.7, including any Alternate Credit Facility.  Initially the "Letter of Credit Facility" means the Initial Letter of Credit issued by the Initial LOC Bank.

"Letter of Credit Debt Service Account" means the special trust account of that name established pursuant to Section 3.1 hereof which shall also be an Eligible Account.

"Letter of Credit Purchase Account" means the special trust account so designated established by the Paying Agent pursuant to Section 2B.1(g) which shall also be an Eligible Account and which shall be for the benefit of the Bondholders.

 "Loan Agreement" means the Loan Agreement dated as of May 1, 2008 between the Issuer and the Company, as hereafter amended and supplemented by any Supplemental Loan Agreement.

"Maturity Date" means October 1, 2029.

"Monthly Mode" means, with respect to the 2008A Bonds, the mode of bearing interest thereon at a Monthly Rate.

"Monthly Rate" means the rate of interest borne by the 2008A Bonds determined and adjusted monthly for each Monthly Rate Period pursuant to Section 2A.3 hereof.

"Monthly Rate Calculation Date" means the last Business Day of each calendar month.

"Monthly Rate Period" means, while the 2008A Bonds bear interest at a Monthly Rate, the period which begins on the first Business Day of each calendar month and ends and includes the date preceding the first Business Day of the next succeeding calendar month, except that (i) if the 2008A Bonds are initially issued in the Monthly Mode, the first Monthly Rate Period shall commence on the Issue Date and end on and include the last day preceding the first Business Day of the next succeeding calendar month, (ii) the first Monthly Rate Period following a conversion from a Daily Mode, Weekly Mode or Term Mode to the Monthly Mode shall commence on the Conversion Date of such conversion and end on and include the last day preceding the first Business Day of the next succeeding calendar month; and (iii) in the case of conversion from the Monthly Mode to a Daily Mode, Weekly Mode or Term Mode, the last Monthly Rate Period prior to such conversion shall end on and include the last day immediately preceding the Conversion Date of such conversion.

"Moody’s" means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody’s" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company by written notice to the Trustee, the Remarketing Agent, the Bank, and the Issuer.

"Nominal Term Rate Period" means, with respect to a Term Mode, a period of two or more Semiannual Periods.

"Office" of an entity means its office at the address set forth in Section 11.5, or any other office designated in writing by such entity to the Issuer, the Trustee, the Paying Agent, the Remarketing Agent, the Company and the Bank as the Office of such entity for purposes of this Indenture; provided that, for the purposes of the definition of "Business Day" herein, the Office of the Trustee shall be its designated corporate trust office in Harrisburg, Pennsylvania as set forth in Section 11.5, the "Payment Office" and the "Delivery Office" of the Paying Agent shall be as set forth in Section 11.5 and the Office of the Bank shall be its office at which drawing documents are required to be presented under the Letter of Credit Facility (if any).

"Outstanding" when used with reference to 2008A Bonds means all 2008A Bonds authenticated and delivered under this Indenture as of the time in question, except:

(a)   All 2008A Bonds theretofore canceled or required to be canceled under Section 2.11 hereof;

(b)   On or after any Purchase Date for 2008A Bonds to be purchased pursuant to Article IIB, all Undelivered 2008A Bonds which are purchased on such date, provided that funds sufficient for such purchase are on deposit with the Paying Agent;

(c)   2008A Bonds for the payment or redemption of which provision has been made in accordance with Article X hereof; provided that, if such 2008A Bonds are being redeemed, the required notice of redemption shall have been given or provision satisfactory to the Trustee shall have been made therefor; and

(d)   2008A Bonds in substitution for which other 2008A Bonds have been authenticated and delivered pursuant to Article II hereof.

In determining whether the Registered Owners of a requisite aggregate principal amount of Outstanding 2008A Bonds have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Pledged Bonds and any 2008A Bonds which are owned of record by any Affiliate shall be disregarded and deemed not to be Outstanding hereunder for the purpose of any such determination (except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only 2008A Bonds which the Trustee knows to be so owned or held shall be disregarded) unless all 2008A Bonds are Pledged Bonds or 2008A Bonds owned by any Affiliate, in which case such 2008A Bonds shall be considered outstanding for the purpose of such determination.

"Paying Agent" means the Trustee which shall not be a Disqualified Contractor.

"Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, a governmental body or a political subdivision, a municipal corporation, public corporation or any other group or organization of individuals.

"Pledged Bonds" means 2008A Bonds pledged and assigned to the Bank in accordance with the Reimbursement Agreement.

"Preference Opinion" shall mean an opinion of nationally recognized counsel experienced in bankruptcy matters to the effect that the payment of principal, interest and premium (if any) on the 2008A Bonds made solely with drawings under the Letter of Credit and the payment of the purchase price of any 2008A Bonds made solely from the proceeds of the remarketing of the 2008A Bonds or drawings under the Letter of Credit will not be considered an avoidable "preferential transfer" by the Company or the Issuer under the United States Bankruptcy Code in the event of the commencement of a bankruptcy case under the United States Bankruptcy Code by the Issuer or by or against the Company or any Affiliate of the Company, as debtor.

"Prevailing Market Conditions" means, to the extent relevant (in the professional judgment of the Remarketing Agent) at the time of the establishment of an interest rate for the 2008A Bonds in accordance with this Indenture, (a) any past sales of, or efforts to sell, the 2008A Bonds at a purchase price equal to the principal amount thereof, plus accrued interest thereon (if any); (b) interest rates for comparable securities (i) with interest rate periods and demand purchase options substantially the same as the 2008A Bonds and bearing interest at a variable rate intended to maintain their secondary market price at the principal amount thereof, plus accrued interest thereon (if any), and (ii) rated by a national credit Rating Service in the same category as the 2008A Bonds if rated at the time; (c) other financial market rates and indices that may have a bearing on the rate of interest (which may include either tax-exempt or taxable rates or indices and may include, without limitation, rates and rate periods borne by comparable securities, commercial paper and United States Treasury obligations, commercial bank prime rates, federal funds rates, the London Interbank Offered Rate, the J. J. Kenny Index and the SIFMA Municipal Swap Index); (d) general financial market conditions (including current forward supply) that may have a bearing on the rate of interest; (e) the financial condition, results of operations and credit standing of the Bank and/or the Company to the extent such standing has a bearing on the rate of interest of the 2008A Bonds; and (f) any other relevant factor effecting the marketability of the 2008A Bonds.

"Purchase Date" means (a) with respect to any optional tender for purchase pursuant to Section 2B.1 of 2008A Bonds in the Daily Mode or Weekly Mode, any Business Day designated as the date of such purchase pursuant to such Section; (b) with respect to any optional tender for purchase pursuant to Section 2B.1 of 2008A Bonds in the Monthly Mode, the first Business Day of the month designated as the date of such purchase pursuant to such Section; (c) with respect to any mandatory tender for purchase pursuant to Section 2B.2, (1) in the case of 2008A Bonds which are to be purchased upon conversion from one Rate Mode to another Rate Mode pursuant to Section 2A.5 or in connection with a proposed conversion which has been rescinded by the Company, the Conversion Date or proposed Conversion Date or, if such Conversion Date or proposed Conversion Date is not a Business Day, the first Business Day succeeding such Conversion Date or proposed Conversion Date, and (2) in the case of 2008A Bonds which are to be purchased upon expiration of a Term Rate Period, the first Business Day immediately following the end of such Term Rate Period; (d) with respect to any mandatory tender for purchase pursuant to Section 2B.3, (1) in the case of 2008A Bonds which are to be purchased in anticipation of the expiration or replacement of a Letter of Credit Facility, the mandatory tender date as defined in Section 2B.3(a), and (2) in the case of 2008A Bonds which are to be purchased in connection with the termination of the Letter of Credit Facility due to default, the date specified by the Bank in its notice of termination; and (e) with respect to any mandatory tender for purchase pursuant to Section 2B.4 in the case of 2008A Bonds which are to be purchased in anticipation of the provision or termination of a Letter of Credit Facility by the Company, the mandatory tender date as set forth in Section 2B.4(a).

"Rate Mode" means the Daily Mode, the Weekly Mode, the Monthly Mode or a Term Mode.

"Rating Agency" or "Rating Service" means S&P, if the 2008A Bonds are rated by such at the time, and its successors and assigns, or if S&P shall be dissolved or no longer assigning credit ratings to debt such as the 2008A Bonds, then any other nationally-recognized entity assigning credit ratings to debt such as the 2008A Bonds designated by the Company and not unsatisfactory to the Issuer and the Trustee.

"Rebate Fund" means the separate fund, if any, created pursuant to the Tax Documents at the request of the Company and held by the Trustee but not as part of the Trust Estate under this Indenture.

"Register" means the registration books of the Issuer described in Section 2.7(a) hereof.

"Registered Owner" or "Bondholder" or "Owner" means the Person in whose name any 2008A Bond is registered pursuant to Section 2.7(a) hereof.

"Record Date" means, as the case may be, the applicable Regular or Special Record Date.

"Regular Record Date" means, while the 2008A Bonds are in the Daily Mode, Weekly Mode or Monthly Mode, the close of business on the last Business Day preceding an Interest Payment Date, and while the 2008A Bonds are in a Term Mode, the close of business on the fifteenth (15 th ) day of the calendar month immediately preceding the calendar month in which an Interest Payment Date occurs.

"Regulations" means the applicable proposed, temporary or final Income Tax Regulations promulgated under the Code, as such regulations may be amended or supplemented from time to time.

"Remarketing Agent" means PNC Capital Markets, Inc., Philadelphia, Pennsylvania, and its successor for the time being in such capacity as provided in Article IID.

"Remarketing Agreement" means the Remarketing Agreement dated as of May 1, 2008 between the Company and the Remarketing Agent or any subsequent remarketing agreement executed by the Company and any subsequent Remarketing Agent appointed pursuant hereto.

"Remarketing Proceeds Purchase Account" means the special trust account so designated established by the Paying Agent pursuant to Section 2B.1(f) which shall also be an Eligible Account and which shall be for the benefit of the Bondholders.

"Revenues of the Issuer" or "Revenues"  means and includes all payments by or on behalf of the Company, including specifically the Installment Loan Payments, under the Loan Agreement to be paid into the Debt Service Fund, any moneys paid to the Paying Agent under the terms of the Letter of Credit Facility or the Remarketing Agreement and all receipts of the Trustee credited against such payments, but not including payments with respect to the indemnification or reimbursement of certain expenses of the Trustee, Paying Agent, Remarketing Agent, Issuer and Local IDA under Sections 6.5, 6.6, 7.1 and 8.3, as the case may be, of the Loan Agreement or under any other guaranty or indemnification agreement.

"S&P" means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, by notice to the Trustee, the Remarketing Agent, the Bank, and the Issuer.

"Securities Depository" means any "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended.

"Semiannual Date" means each April 1 and October 1.

"Semiannual Period" means a six month period commencing on a Semiannual Date and ending on and concluding the day (whether or not a Business Day) immediately preceding the next Semiannual Date.

"SIFMA Municipal Swap Index" means the Securities Industry and Financial Markets Association Municipal Swap Index as of the most recent date for which such index was published or such other weekly, high-grade index comprised of seven-day, tax-exempt multimodal notes produced by Municipal Market Data, Inc., or its successor, as otherwise designated by SIFMA; provided, however, that if such index is no longer produced by Municipal Market Data, Inc., or its successor, then "SIFMA Municipal Swap Index" shall mean such other reasonably comparable index selected by the Company.

"Special Mandatory Redemption" means any redemption of 2008A Bonds made pursuant to Section 5.7 hereof.

"Special Record Date" means the Special Record Date established by the Trustee pursuant to Section 2.9(c) hereof with respect to payment of overdue interest.

"Supplemental Indenture" means any supplement to this Indenture delivered pursuant to Article IX hereof.

"Supplemental Loan Agreement" means any supplement to the Loan Agreement entered into pursuant to Section 9.3 hereof.

"Tax Documents" means the Tax Certificate as to Arbitrage and Instructions as to Compliance with Provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended, of the Company and the Issuer, dated as of the issuance date of the 2008A Bonds, and such other documents as Bond Counsel may require to be executed and delivered in connection with the issuance of the 2008A Bonds relating to their tax status under the Code.

"Term Mode" means, with respect to the 2008A Bonds, the mode of bearing interest thereon at Term Rates based on a constant Nominal Term Rate Period.

"Term Rate" means the rate of interest borne by the 2008A Bonds for a Term Rate Period determined pursuant to Section 2A.4.

"Term Rate Calculation Date" means a Business Day not more than 15 days and not less than one day prior to the first day of the corresponding Term Rate Period.

"Term Rate Period" means a period of two or more Semiannual Periods equal to the applicable Nominal Term Rate Period determined pursuant to Section 2A.4 commencing on the Semiannual Date immediately following the last day of the immediately preceding Term Rate Period and running through and ending on the day immediately preceding the Semiannual Date which follows such commencement date by a period equal to such Nominal Term Rate Period; except that the first Term Rate Period after conversion from a Daily Mode, Weekly Mode or Monthly Mode to a Term Mode shall commence on the Conversion Date of such conversion and end on the day immediately preceding the Semiannual Date which follows the Semiannual Date occurring on or immediately preceding the Conversion Date of such conversion by a period equal to the applicable Nominal Term Rate Period.

"Term Rate Period End Interest Payment Date" means the Semiannual Date immediately following the last day of a Term Rate Period.

"Trust Estate" means the trust estate as defined in the granting clauses in this Indenture.

"Undelivered 2008A Bonds" means any 2008A Bonds (or portions of 2008A Bonds) subject to purchase pursuant to Section 2B.1, 2B.2, 2B.3 or 2B.4 which the Owner has failed to deliver as described in Section 2B.1(k), 2B.2(j), 2B.3(k) or 2B.4(j).

"Underwriting Agreement" means the Purchase Contract dated May __, 2008 among the Issuer, the Company and PNC Capital Markets, Inc., as underwriter, providing for the purchase and sale of the 2008A Bonds.

"United States Government Obligations" means direct obligations of, or obligations the full and timely payment of which are unconditionally guaranteed by, the United States of America.

"Weekly Mode" means, with respect to the 2008A Bonds, the mode of bearing interest thereon at a Weekly Rate.

"Weekly Rate" means the rate of interest borne by the 2008A Bonds determined and adjusted weekly for each Weekly Rate Period pursuant to Section 2A.2.

"Weekly Rate Calculation Date" means Wednesday in each calendar week or, if any Wednesday is not a Business Day, the first Business Day preceding such Wednesday or the first Business Day following such Wednesday (as determined by the Remarketing Agent).

"Weekly Rate Period" means, while the 2008A Bonds bear interest at a Weekly Rate, the weekly period which begins on Thursday of each calendar week and ends at the close of business on Wednesday of the immediately following calendar week; except that (i) the initial Weekly Rate Period for the 2008A Bonds shall commence on the Issue Date and end on and include the first Wednesday occurring after the Issue Date, (ii) the first Weekly Rate Period following a conversion from a Daily Mode, Term Mode or Monthly Mode to the Weekly Mode shall commence on the Conversion Date of such conversion and end on and include the first Wednesday occurring after such date, and (iii) in the case of conversion from the Weekly Mode to a Daily Mode, Term Mode or Monthly Mode, the last Weekly Rate Period prior to such conversion shall end on and include the last day immediately preceding the Conversion Date of such conversion.

"2008A Bonds" means the Issuer’s $12,000,000 aggregate principal amount of Exempt Facilities Revenue Refunding Bonds, Series A of 2008 (The York Water Company Project), authorized hereunder.

Section 1.2.   Certain Rules of Interpretation .

(a)   The definitions set forth in Article I and in the Loan Agreement shall be equally applicable to both the singular and plural forms of the terms therein defined and shall cover all genders.

(b)   "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Indenture and not solely to the particular Article, Section or Subdivision hereof in which such word is used.

(c)   Reference herein to an article number ( e.g. , Article IV) or a section number ( e.g. , Section 6.2) shall be construed to be a reference to the designated article number or section number hereof unless the context or use clearly indicates another or different meaning or intent.

(d)   Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa.

(e)   Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons.

(f)   Any headings preceding the text of the several Articles and Sections of this Indenture, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Indenture, nor shall they affect its meaning, construction or effect.

(g)   References to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; and references to agreements and other contractual instruments shall be deemed to include any exhibits and appendices attached thereto and all amendments, supplements and other modifications to such instruments, but only to the extent such amendments, supplements and other modifications are not prohibited by the terms of this Indenture.

(h)   Whenever in this Indenture, the Issuer, the Company, the Remarking Agent,  the Paying Agent or the Trustee is named or referred to, it shall include, and shall be deemed to include, its respective successors and assigns whether so expressed or not.  All of the covenants, stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Issuer, the Company, the Remarketing Agent, the Paying Agent and the Trustee contained in this Indenture shall inure to the benefit of such respective successors and assigns, bind and shall, inure to the benefit of any officer, board, commission, authority, agency or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Issuer or of its successors or assigns, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this Indenture.

(i)   Every "request," "order," "demand," "application," "appointment," "notice," "statement," "certificate," "consent," "direction" or similar action hereunder by persons referred to herein shall, unless the form thereof is specifically provided, be in writing and signed by an Authorized Representative of the person giving it.

(j)   References to any time of the day in this Indenture shall refer to eastern standard time or eastern daylight saving time, as in effect in the City of New York, New York on such day, unless otherwise noted.

Section 2.1.   Authorized Amount and Issuance of 2008A Bonds; Disposition of 2008A Bond Proceeds .

Upon the execution and delivery of this Indenture, the Issuer shall execute the 2008A Bonds and deliver them to the Trustee for authentication.  At the written direction of the Issuer, the Trustee shall authenticate the 2008A Bonds, and deliver them to the purchasers thereof upon receipt by the Trustee of the amount due the Issuer for the initial delivery of the 2008A Bonds pursuant to the terms of the Underwriting Agreement by wire transfer of immediately available funds.  The proceeds of the 2008A Bonds shall be deposited by the Trustee in a settlement account and disbursed or transferred in amounts set forth in a Closing Statement executed by the Issuer and the Company.  The proceeds of the 2008A Bonds, together with an equity contribution from the Issuer, shall be used to redeem the 2004B 2008A Bonds and to pay Costs of Issuance of the 2008A Bonds.  The total principal amount of the 2008A Bonds that may be issued hereunder is hereby expressly limited to $12,000,000, except as provided in Section 2.8 hereof.  No additional 2008A Bonds may be issued under this Indenture.

Section 2.2.   Terms of the 2008A Bonds .

The 2008A Bonds shall be designated "Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding 2008A Bonds, Series A of 2008 (The York Water Company Project)" and shall be issuable only as fully registered 2008A Bonds without coupons in Authorized Denominations.  Unless the Issuer shall otherwise direct, the 2008A Bonds shall be numbered separately from 1 upward.  The 2008A Bonds shall be dated their date of delivery and shall mature, subject to prior redemption upon the terms and conditions hereinafter set forth, on October 1, 2029.  Interest on the 2008A Bonds shall be determined as provided in Article IIA.  Interest on 2008A Bonds bearing interest at a Daily Rate, Weekly Rate or Monthly Rate shall be computed on the basis of a year of 365 or 366 days, as applicable, for the number of days actually elapsed.  Interest on 2008A Bonds bearing interest at a Term Rate shall be computed on the basis of a 360-day year of twelve 30-day months.  Notwithstanding any contrary provisions hereof, during any period in which a 2008A Bond is a Bank Bond, such 2008A Bonds shall bear interest at the Bank Rate, which shall be computed on the basis of a 360-day year consisting of twelve 30-day months (unless otherwise agreed to by the Company and the Bank).  Each 2008A Bond shall bear interest (i) from the date of authentication, if authenticated on an Interest Payment Date to which interest has been paid or duly provided for, or (ii) from the last preceding Interest Payment Date to which interest has been paid or duly provided for (or the Dated Date if no interest thereon has been paid) in all other cases.  Each 2008A Bond shall bear interest on overdue principal and premium, if any, and, to the extent permitted by law, on overdue interest at the rate of interest borne by the 2008A Bonds.

The 2008A Bonds are subject to optional redemption, mandatory redemption and special mandatory redemption prior to maturity, and optional and mandatory tender for purchase as set forth in Article IV and Article V, respectively, hereof.

Section 2.3.   [Reserved.]

Section 2.4.   [Reserved.]

Section 2.5.   Form of 2008A Bonds; Execution; 2008A Bonds Equally and Ratably Secured; Limited Obligation of the Issuer .

(a)   The 2008A Bonds shall be substantially in the form of Exhibit A attached to this Indenture and made a part hereof, with appropriate insertions, deletions and modifications to reflect terms of the 2008A Bonds.  2008A Bonds authenticated and delivered while such 2008A Bonds are in the Daily Mode, Weekly Mode, Monthly Mode or Term Mode, as the case may be, shall set forth on the face side thereof, in the place provided for designating the interest rate, the word "Daily Rate", "Weekly Rate", "Monthly Rate" or "____% Term Rate for Term Rate Period ending ________, ___", respectively.

(b)   The 2008A Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of its Chairman, Executive Director, or the Deputy Secretary for Business Assistance, Pennsylvania Department of Community and Economic Development (the "Deputy Secretary") and attested by the manual or facsimile signature of its Assistant Secretary, and shall have impressed or imprinted thereon the official seal of the Issuer or a facsimile thereof.  All authorized facsimile signatures shall have the same force and effect as if manually signed.  In case any official whose signature or a facsimile of whose signature shall appear on the 2008A Bonds shall cease to be such official before the delivery of such 2008A Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery.

(c)   The 2008A Bonds shall be equally and ratably secured under the Indenture, except as otherwise expressly provided herein.  The 2008A Bonds, together with premium, if any, and interest thereon, shall be special, limited obligations of the Issuer secured by the Trust Estate and payable solely from the Revenues (except to the extent paid out of moneys attributable to the 2008A Bond proceeds or the income from the temporary investment thereof) and shall be a valid claim of the respective owners thereof only against the funds (except the Rebate Fund) and accounts established hereunder and other moneys held by the Trustee or Paying Agent and the Revenues, which Revenues shall be used for no other purpose than to pay the principal and purchase price of, and premium, if any, and interest on, the 2008A Bonds, except as may be otherwise expressly authorized in this Indenture.   The 2008A Bonds are limited obligations of the Issuer and are payable solely from amounts drawn under the Letter of Credit.  Neither the Commonwealth of Pennsylvania nor any political subdivision thereof is or shall be obligated to pay the principal or purchase price of or premium, if any, or interest on the 2008A Bonds, and the 2008A Bonds shall not be deemed an obligation of the Commonwealth of Pennsylvania or any political subdivision thereof.  Neither the faith and credit nor the taxing power of the Commonwealth of Pennsylvania or any political subdivision thereof is pledged to the payment of the principal or purchase price of or premium, if any, or the interest on the 2008A Bonds.  The Issuer has no taxing power.   All covenants, promises, agreements, duties and obligations of the Issuer set forth in the Financing Documents shall be solely the covenants, promises, agreements, duties and obligations of the Issuer and shall not be deemed to be, or be, the covenants, promises, agreements, duties or obligations of any member, officer, employee or agent of the Issuer or the Commonwealth in his or her individual capacity, and no recourse shall be had for the payment of the principal of, or interest on the 2008A Bonds or any other amount payable hereunder or in connection herewith, or for any claim based hereon or on the 2008A Bonds or the Loan Agreement, against any such member, officer, employee or agent in his or her individual capacity.

Section 2.6.   Authentication .

No 2008A Bonds shall be valid for any purpose hereunder until the certificate of authentication printed thereon is duly executed by the manual signature of an authorized signatory of the Trustee, acting as authenticating agent.  Such authentication or registration shall be proof that the Registered Owner is entitled to the benefit of the trusts hereby created.  The certificate of the Trustee may be executed by any person authorized by the Trustee, and it shall not be necessary that the same authorized person sign the certificates of authentication of all 2008A Bonds.

Any 2008A Bond authenticated and delivered after the last Interest Payment Date preceding the termination of a Letter of Credit Facility shall have noted on the face thereof that the Letter of Credit Facility has expired and no longer supports payment of such 2008A Bond and any other information which the Issuer deems appropriate, unless an Alternate Credit Facility meeting the requirements of Section 2C.7 has been delivered in respect of such 2008A Bond.

Section 2.7.   Registration, Transfer and Exchange .

(a)   The ownership of each 2008A Bond shall be recorded in the registration books of the Issuer which shall be kept by the Trustee (the "Bond Register"), acting as Bond registrar, at its designated corporate trust operations office and shall contain such information as is necessary for the proper discharge of the duties of the Trustee hereunder.

(b)   2008A Bonds may be transferred or exchanged as follows:  Any 2008A Bond may be transferred if endorsed for such transfer by the Registered Owner thereof and surrendered by such Registered Owner or his duly appointed attorney to the Trustee at its designated corporate trust operations office, whereupon the Trustee shall authenticate and deliver to the transferee a new 2008A Bond or 2008A Bonds in the same denominations as the 2008A Bond surrendered for transfer or in different Authorized Denominations equal in the aggregate to the principal amount of the surrendered 2008A Bond.

(i)   Any 2008A Bond or 2008A Bonds may be exchanged for one or more 2008A Bonds and in the same principal amount, but in a different Authorized Denomination or Authorized Denominations.  Each 2008A Bond so to be exchanged shall be surrendered by the Registered Owner thereof or his duly appointed attorney to the Trustee at its designated corporate trust operations office, whereupon a new 2008A Bond or 2008A Bonds shall be authenticated and delivered to the Registered Owner.

(ii)   In the case of any 2008A Bond properly surrendered for partial redemption, the Trustee shall authenticate and deliver a new 2008A Bond in exchange therefor, such new 2008A Bond to be in an Authorized Denomination equal to the unredeemed principal amount of the surrendered 2008A Bond without cost to the Owner; provided that, at its option, the Trustee may certify the amount and date of partial redemption  upon the partial redemption certificate, if any, printed on the surrendered 2008A Bond and return such surrendered 2008A Bond to the Registered Owner in lieu of an exchange.

(iii)   No additional resolutions need be adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any 2008A Bond or portion thereof, and the Trustee shall provide for the completion, authentication, and delivery of the substitute 2008A Bonds in the manner prescribed herein.

Except as provided in subparagraph (iii) above, the Trustee shall not be required to effect any transfer or exchange during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of 2008A Bonds selected for such redemption. No charge shall be imposed upon Registered Owners in connection with any transfer or exchange, except for taxes or governmental charges related thereto.  No transfers or exchanges shall be valid for any purposes hereunder except as provided above.

Section 2.8.   Mutilated, Destroyed, Lost or Stolen 2008A Bonds .

(a)   If any 2008A Bond is mutilated, lost, stolen or destroyed, the Registered Owner thereof shall be entitled to the issuance of a substitute 2008A Bond provided that:

(i)   in all cases, the Registered Owner must provide indemnity to the Issuer, the Company and the Trustee satisfactory to each such party to be indemnified against any and all claims arising out of or otherwise related to the issuance of substitute 2008A Bonds pursuant to this Section;

(ii)   in the case of a mutilated 2008A Bond the Registered Owner shall surrender the 2008A Bond to the Trustee for cancellation; and

(iii)   in the case of a lost, stolen or destroyed 2008A Bond, the Registered Owner shall provide evidence, satisfactory to the Trustee, of the ownership and the loss, theft or destruction of the affected 2008A Bond.

Upon compliance with the foregoing, a new 2008A Bond of like tenor and denomination, executed by the Issuer, shall be authenticated by the Trustee and delivered to the Registered Owner, all at the expense of the Registered Owner to whom the substitute 2008A Bond is delivered.  Notwithstanding the foregoing, the Trustee shall not be required to authenticate and deliver any substitute for a 2008A Bond which has been called for redemption or which has matured or is about to mature and, in any such case, the principal or redemption price then due or becoming due shall be paid by the Trustee in accordance with the terms of the mutilated, lost, stolen or destroyed 2008A Bond without substitution therefor.

(b)   Every 2008A Bond issued pursuant to this Section 2.8 shall constitute an additional contractual obligation of the Issuer, whether or not the 2008A Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other 2008A Bonds duly issued hereunder.

(c)   All 2008A Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen 2008A Bonds, and shall preclude any and all other rights or remedies, unless expressly inconsistent with any law or statute existing or hereafter enacted with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.

Section 2.9.   Payments of Principal, Redemption Price, Purchase Price and Interest; Persons Entitled Thereto; Record Dates .  

(a)   The principal, redemption price or purchase price of any 2008A Bond shall be payable upon presentation and surrender of such 2008A Bond at the Payment Office of the Paying Agent.  Interest on any 2008A Bond on each Interest Payment Date in respect thereof shall be payable by check mailed on the applicable Interest Payment Date to the address of the person entitled thereto as such address shall appear in the Bond Register; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of 2008A Bonds (or the Bank to the extent the Bank owns any 2008A Bonds regardless of the principal amount owned) received by the Paying Agent at least one Business Day before the corresponding Record Date, interest accrued on the 2008A Bonds will be payable by wire transfer within the continental United States in immediately available funds to the bank account number of such Owner specified in such request and entered by the Paying Agent on the Bond Register.  The principal or redemption price and purchase price becoming due with respect to 2008A Bonds shall, at the written request of the Owner of at least $1,000,000 aggregate principal amount of such 2008A Bonds (or the Bank to the extent the Bank owns any 2008A Bonds regardless of the principal amount owned), be paid by wire transfer within the continental United States in immediately available funds to the bank account number of such Owner appearing on the Bond Register, but only upon presentation and surrender of such 2008A Bonds (subject to the book-entry provisions of Section 2.13).  The principal, redemption price or purchase price of and interest on the 2008A Bonds shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts.

(b)   Interest on any 2008A Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that 2008A Bond is registered at the close of business on the Regular Record Date for such interest.

(c)   Any interest on any 2008A Bond which is payable on any Interest Payment Date but is not paid or provided for on such date or within three Business Days thereafter (herein called "Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Regular Record Date by virtue of having been such Owner, and such Defaulted Interest shall be paid, pursuant to Section 7.10, to the Owner in whose name the 2008A Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than five (5) days prior to the date of proposed payment.  The Paying Agent shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondholder, at his address as it appears in the Bond Register, not less than ten (10) days prior to such Special Record Date.

(d)   Subject to the foregoing provisions of this Section, each 2008A Bond delivered under this Indenture upon transfer of or exchange for or in lieu of any other 2008A Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other 2008A Bond.

(e)   All 2008A Bonds issued hereunder are and are to be, to the extent provided in this Indenture, equally and ratably secured by this Indenture without preference, priority or distinction on account of the actual time or times of the authentication, delivery or maturity of the 2008A Bonds so that, subject as aforesaid, all 2008A Bonds at any time Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall all be equally and ratably secured hereby with like effect as if they had all been executed, authenticated and delivered simultaneously on the date hereof, whether the same, or any of them, shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at some future date.

Section 2.10.   Temporary 2008A Bonds .

Pending preparation of definitive 2008A Bonds, the Issuer may issue, in lieu of definitive 2008A Bonds, one or more temporary printed or typewritten 2008A Bonds in Authorized Denominations, of substantially the tenor recited above.  At the written request of the Issuer, the Trustee shall authenticate definitive 2008A Bonds in exchange for and upon surrender of an equal principal amount of temporary  2008A Bonds.  Until so exchanged, temporary  2008A Bonds shall have the same rights, remedies and security hereunder as definitive 2008A Bonds.  Temporary 2008A Bonds shall be numbered consecutively upward from TR-1.

Section 2.11.   Cancellation of Surrendered 2008A Bonds .

The Trustee shall cancel (a) all 2008A Bonds surrendered for transfer or exchange, for payment at maturity or for redemption (unless the surrendered 2008A Bond is to be partially redeemed and the Trustee elects to return the 2008A Bond, certified as to the partial redemption, to the Registered Owner thereof pursuant to Section 2.7(b)(iii)), and (b) all 2008A Bonds purchased at the direction of the Company and surrendered to the Trustee for cancellation.  The Trustee shall deliver to the Issuer a certificate of cancellation in respect of all 2008A Bonds canceled in accordance with this Section.

Section 2.12.   Acts of Registered Owners; Evidence of Ownership .

Any action to be taken by Registered Owners may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Registered Owners in person or by an agent appointed in writing.  The fact and date of the execution by any Person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution.  Any action by the Registered Owner of any 2008A Bond shall bind all future Registered Owners of the same 2008A Bond in respect of anything done or suffered by the Issuer or the Trustee in pursuance thereof.

Section 2.13.   Book Entry System .

(a)   DTC will act as Securities Depository for the 2008A Bonds.  The 2008A Bonds shall be initially issued in the form of a single fully registered 2008A Bond registered in the name of Cede & Co. (DTC’s partnership nominee).  So long as Cede & Co. is the Registered Owner of the 2008A Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the 2008A Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the 2008A Bonds.

(b)   The ownership interest of each of the Beneficial Owners of the 2008A Bonds will be recorded through the records of a DTC Participant.  Transfers of beneficial ownership interests in the 2008A Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the 2008A Bonds.

(c)   With respect to 2008A Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the 2008A Bonds, except as provided in this Indenture.  Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the 2008A Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the 2008A Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the 2008A Bonds.

(d)   Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each 2008A Bond is registered in the registration books as the absolute owner of such 2008A Bond for the purpose of payment of principal, premium, if any, and interest with respect to such 2008A Bond, for the purpose of giving notices of redemption and other matters with respect to such 2008A Bond, for the purpose of registering transfers with respect to such 2008A Bond, and for all other purposes whatsoever.  The Trustee shall pay all principal of, premium, if any, and interest on the 2008A Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, premium, if any, and interest on, the 2008A Bonds to the extent of the sum or sums so paid.

(e)   No person other than a Registered Owner, as shown in the registration books, shall receive a 2008A Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture.

(f)   Any provision of this Indenture permitting or requiring the delivery of 2008A Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such 2008A Bond.

(g)   So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC.

(h)   DTC may determine to discontinue providing its service with respect to the 2008A Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the 2008A Bonds to the Issuer or the Trustee.  If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver 2008A Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information.  The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee.  In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the 2008A Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information.

The Chairman, Executive Director or Deputy Secretary of the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system.

(i)   Notwithstanding anything herein to the contrary, the provisions of this Section 2.13 are subject to the provisions of Section 2B.5 hereof (relating to Pledged Bonds).

Section 2.14.   Payments to Cede & Co.; Payments to Beneficial Owners .

(a)   Notwithstanding any other provision of this Indenture to the contrary, so long as any 2008A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on, such 2008A Bond and all notices with respect to such 2008A Bond shall be made and given, respectively, pursuant to DTC’s rules and procedures.

(b)   Payments by the DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is now the case with municipal securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Trustee or the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time.

(a)   A Daily Rate shall be determined for each Daily Rate Period as described below.  The Daily Rate for each Daily Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through and including the last day thereof.  Each such Daily Rate shall be determined by the Remarketing Agent not later than 10:00 a.m. on the Daily Rate Calculation Date and shall be provided by the Remarketing Agent in writing to the Paying Agent by 1:00 p.m. on that same day.  Each such Daily Rate so to be determined shall be the lowest rate of interest which, in the judgment of the Remarketing Agent, would cause the 2008A Bonds in the Daily Mode to have a market value equal to the principal amount thereof, plus accrued interest (if any), taking into account Prevailing Market Conditions as of the date of determination; provided that:

(i)   if the Remarketing Agent fails for any reason to determine and notify the Paying Agent of the Daily Rate for any Daily Rate Period, such Daily Rate shall be the same as the Daily Rate in effect for the immediately preceding Daily Rate Period, except that if such failure continues for more than one consecutive Daily Rate Period, the Daily Rate thereafter shall be 135% of the SIFMA Municipal Swap Index published for that Daily Rate Period by Munifacts Wire System, Inc. (or a replacement publisher of the SIFMA Municipal Swap Index designated in writing by the Issuer at the direction of the Company to the Trustee and the Remarketing Agent); provided that if Munifacts Wire System, Inc. or such replacement publisher does not publish the SIFMA Municipal Swap Index on a day on which a Daily Rate is to be set, the Daily Rate shall be 135% of a comparable index selected by the Company published by Munifacts Wire System, Inc. or such replacement publisher at such time; and

(ii)   in no event shall the Daily Rate for any Daily Rate Period exceed 12% per annum.

(b)   No notice of Daily Rates will be given to the Company or the Owners of the 2008A Bonds; however, the Company and the Owners may obtain Daily Rates from the Remarketing Agent.  All determinations of Daily Rates pursuant to this Indenture shall be conclusive and binding upon the Issuer, the Company, the Bank, the Trustee, the Paying Agent and the Owners of the 2008A Bonds to which such rates are applicable.  The Issuer, the Company, the Bank, the Trustee, the Paying Agent and the Remarketing Agent shall not be liable to any Owner for failure to give any notice required with respect to Daily Rates or for failure of any person to receive any such notice.

(a)   A Weekly Rate shall be determined for each Weekly Rate Period as described below.  The Weekly Rate for each Weekly Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through and including the last day thereof.  Each such Weekly Rate shall be determined by the Remarketing Agent on the Weekly Rate Calculation Date and shall be provided by the Remarketing Agent in writing to the Paying Agent by the close of business on that same day.  Each such Weekly Rate so to be determined shall be the lowest rate of interest which, in the judgment of the Remarketing Agent, would cause the 2008A Bonds in the Weekly Mode to have a market value equal to the principal amount thereof, plus accrued interest (if any), taking into account Prevailing Market Conditions as of the date of determination; provided that:

(i)   if the Remarketing Agent fails for any reason to determine and notify the Paying Agent of the Weekly Rate for any Weekly Rate Period, such Weekly Rate shall be the same as the Weekly Rate in effect for the immediately preceding Weekly Rate Period, except that if such failure continues for more than one consecutive Weekly Rate Period, the Weekly Rate thereafter shall be 135% of the SIFMA Municipal Swap Index published for that Weekly Rate Period by Munifacts Wire System, Inc. (or a replacement publisher of the SIFMA Municipal Swap Index designated in writing by the Issuer at the direction of the Company to the Trustee and the Remarketing Agent); provided that if Munifacts Wire System, Inc. or such replacement publisher does not publish the SIFMA Municipal Swap Index on a day on which a Weekly Rate is to be set, the Weekly Rate shall be 135% of a comparable index selected by the Company published by Munifacts Wire System, Inc. or such replacement publisher at such time; and

(ii)   in no event shall the Weekly Rate for any Weekly Rate Period exceed 12% per annum.

(b)   No notice of Weekly Rates will be given to the Company or the Owners of the 2008A Bonds; however, the Company and the Owners may obtain Weekly Rates from the Remarketing Agent.  All determinations of Weekly Rates pursuant to this Indenture shall be conclusive and binding upon the Issuer, the Company, the Bank, the Trustee, the Paying Agent and the Owners of the 2008A Bonds to which such rates are applicable.  The Issuer, the Company, the Bank, the Trustee, the Paying Agent and the Remarketing Agent shall not be liable to any Owner for failure to give any notice required with respect to Weekly Rates or for failure of any person to receive any such notice.

(a)   A Monthly Rate shall be determined for each Monthly Rate Period as described below.  The Monthly Rate for each Monthly Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through and including the last day thereof.  Each such Monthly Rate shall be determined by the Remarketing Agent on the Monthly Rate Calculation Date and shall be provided by the Remarketing Agent to the Paying Agent in writing by the close of business on the same day.  Each such Monthly Rate so to be determined shall be the lowest rate of interest which, in the judgment of the Remarketing Agent, would cause the 2008A Bonds in the Monthly Mode to have a market value equal to the principal amount thereof, plus accrued interest (if any), taking into account Prevailing Market Conditions as the date of determination; provided that:

(i)   if the Remarketing Agent fails for any reason to determine and notify the Paying Agent of the Monthly Rate for any Monthly Rate Period, such Monthly Rate shall be the same as the Monthly Rate in effect for the immediately preceding Monthly Rate Period, except that if such failure continues for more than one consecutive Monthly Rate Period, the Monthly Rate thereafter shall be 135% of the 30-day tax-exempt commercial paper rate published for that Monthly Rate Period by Munifacts Wire System, Inc. (or a replacement publisher of a tax-exempt commercial paper rate designated in writing by the Issuer at the direction of the Company to the Trustee and the Remarketing Agent), representing, as of the publication date, the average of 30-day yield evaluations at par of tax-exempt securities rated by the Rating Service in its highest commercial paper rating category; provided that if Munifacts Wire System, Inc. or such replacement publisher does not publish such a tax-exempt commercial paper rate on a day on which a Monthly Rate is to be set, the Monthly Rate shall be 85% of the interest rate for 90-day taxable commercial paper (prime paper placed through dealers) announced on such day by the Federal Reserve Bank of New York; and

(ii)   in no event shall the Monthly Rate for any Monthly Rate Period exceed 12% per annum.

(b)   No notice of Monthly Rates will be given to the Registered Owners of the 2008A Bonds; however, such Owners may obtain Monthly Rates from the Remarketing Agent.  All determinations of Monthly Rates pursuant to the Indenture shall be conclusive and binding upon the Issuer, the Company, the Bank, the , the Trustee, the Paying Agent and the Registered Owners of the 2008A Bonds to which such rates are applicable.  The Issuer, the Company, the Bank, the Trustee, the Paying Agent and the Remarketing Agent shall not be liable to any Registered Owner for failure to give any notice required with respect to Monthly Rates or for failure for any person to receive such notice.

(a)   A Term Rate shall be determined for each Term Rate Period as described below.  Upon conversion to a Term Mode, a Nominal Term Rate Period shall be fixed by the Company pursuant to Section 2A.5 as a term of two or more Semiannual Periods constituting the nominal length of each Term Rate Period thereafter until the date of a conversion to another Rate Mode.  Each Term Rate shall be determined by the Remarketing Agent on the Term Rate Calculation Date as the lowest rate of interest which, in the judgment of the Remarketing Agent taking into account Prevailing Market Conditions, would be necessary to enable the Remarketing Agent to arrange for the sale of the 2008A Bonds in the Term Mode in a secondary market sale at a price equal to the principal amount thereof on the first Business Day of the Term Rate Period; provided that (1) if the Remarketing Agent fails for any reason to determine the Term Rate for any Term Rate Period, such Term Rate shall be equal to 90% of the average of the annual 2008A Bond equivalent yield evaluations at par as provided by the Remarketing Agent as of the first day of the corresponding Term Rate Period or, if such day is not a Business Day, the next preceding Business Day, of United States Treasury obligations having a term to maturity similar to such Term Rate Period, and (2) in no event shall any Term Rate for any Term Rate Period exceed 12% per annum or, if a Letter of Credit Facility is in effect, the maximum interest rate set forth in the Reimbursement Agreement for Pledged Bonds.  Notice of each Term Rate shall promptly be given by telephone (promptly confirmed in writing) by the Remarketing Agent to the Issuer, the Trustee, the Company, the Bank and the Paying Agent.  Determinations of Term Rates pursuant to this Section shall be conclusive and binding upon the Issuer, the Company, the Trustee, the Paying Agent, the Bank and the Owners.

(a)   The Company shall have the option to convert all (but not less than all) of the 2008A Bonds from one Rate Mode to another Rate Mode (including without limitation a conversion from one Term Mode to another Term Mode) as herein provided on any Conversion Date the Company shall select; provided that (i) each Conversion Date shall be an Interest Payment Date and (ii) 2008A Bonds in a Term Mode cannot be converted to another Rate Mode prior to the date on or after which such 2008A Bonds may first be redeemed at the option of the Company at the redemption price of par.  The Company may exercise its option to convert the 2008A Bonds regardless of the number of times such 2008A Bonds have previously been converted pursuant to the exercise of its option to convert.  The Company shall exercise such option by giving written notice to the Issuer, the Trustee, the Remarketing Agent, the Bank, and the Paying Agent stating its election to convert the Rate Mode of the 2008A Bonds to another Rate Mode specified in such notice and stating the Conversion Date therefor, in the case of 2008A Bonds in the Daily Mode or Weekly Mode, not less than 35 days, and in the case of 2008A Bonds in the Monthly Mode or Term Mode, not less than 45 days, prior to such Conversion Date (or such shorter time as may be agreed to by the Company, the Trustee, the Paying Agent and the Remarketing Agent).  Such notice also shall state whether or not the 2008A Bonds to be converted will be covered by a Letter of Credit Facility following such conversion.  Upon receipt of such notice by the Trustee, the Trustee may conclusively assume that the Issuer, the Remarketing Agent, the Bank, and the Paying Agent also received a copy of such notice and that such condition has been complied with.  In connection with each conversion to a Term Mode, the Nominal Term Rate Period shall be selected by the Company and designated in such notice.

(b)   The exercise of an option to convert shall not be effective unless there shall have been delivered to the Trustee:

(i)   an opinion of Bond Counsel addressed to the Trustee, the Paying Agent, the Issuer, the Company, the Bank, and the Remarketing Agent stating that (i) such conversion is authorized or permitted by this Indenture and the Act and (ii) such conversion will not adversely affect the exclusion from gross income of the interest on the 2008A Bonds for federal income tax purposes, which opinion shall be confirmed by such Bond Counsel on the Conversion Date;

(ii)   in the case of a conversion to a Term Mode, if a Letter of Credit Facility is in effect, unless the Company elects not to provide a Letter of Credit Facility for the 2008A Bonds following the Conversion Date, an amendment to the Letter of Credit Facility securing the 2008A Bonds to be converted or an Alternate Credit Facility which provides for (i) an Expiration Date not earlier than the first to occur of (A) the first anniversary of the Conversion Date or (B) the Term Rate Period End Interest Payment Date of the first Term Rate Period following the Conversion Date, and (ii) coverage of 193 days' accrued interest on the 2008A Bonds at a rate not less than the interest rate at which the then current Letter of Credit Facility for such 2008A Bonds provides coverage, subject to adjustment on the Conversion Date to the actual Term Rate as the same shall be fixed immediately prior to the Conversion Date (or evidence satisfactory to the Trustee and the Bank that the current Letter of Credit Facility provides for sufficient coverage without an amendment thereto);

(iii)   in the case of a conversion to the Daily Mode, Weekly Mode or Monthly Mode if the 2008A Bonds are covered by a Letter of Credit Facility, unless the Company elects not to provide a Letter of Credit Facility for the 2008A Bonds following the Conversion Date, an amendment to the Letter of Credit Facility or an Alternate Credit Facility which provides for (i) an Expiration Date not earlier than one year from the Conversion Date of such conversion and (ii) on and after such Conversion Date, coverage for 47 days' accrued interest on the 2008A Bonds at a maximum rate of 12% per annum (or evidence satisfactory to the Trustee and the Bank that the current Letter of Credit Facility provides for sufficient coverage without an amendment thereto); and

(iv)   in the case of a conversion to a Term Mode, evidence that the Company has complied with the continuing disclosure requirements of SEC Rule 15c2-12 or any successor rule or statutory provision unless the Company provides the Trustee with an opinion of Counsel to the effect that such compliance is not required.

(c)   In the case of any conversion, the Trustee shall give notice by first class mail (postage prepaid) to the Owners of the 2008A Bonds being converted, in the case of 2008A Bonds in the Daily Mode or Weekly Mode, not less than 20 days, and in the case of 2008A Bonds in the Monthly Mode or Term Mode,  not less than 30 days, prior to the proposed Conversion Date stating (i) that, in the case of a conversion to a Term Mode, the current Rate Mode of such 2008A Bonds is scheduled to be converted to a Term Mode and the Nominal Term Rate Period of such Term Mode, or in the case of a conversion to the Daily Mode, Weekly Mode or Monthly Mode, the interest rate on such 2008A Bonds is scheduled to be converted to the Daily Mode, Weekly Mode or Monthly Mode, (ii) the proposed Conversion Date, (iii) that the Company, on or before the date three (3) days prior to the proposed Conversion Date, may determine not to convert such 2008A Bonds in which case the Trustee shall notify the Owners in writing to such effect, and (iv) that all Outstanding 2008A Bonds will be subject to a mandatory purchase on the Conversion Date, or, if such Conversion Date is not a Business Day, the first Business Day following such Conversion Date, at a price of par plus accrued interest (if any).  The Issuer, the Company, the Trustee, the Paying Agent, the Bank and the Remarketing Agent shall not be liable to any Owner for failure to give any notice required above or for failure of any Owners to receive such notice.  Upon each conversion under this Section, all 2008A Bonds being converted shall be subject to mandatory purchase pursuant to Section 2B.2 on the Conversion Date, or, if such Conversion Date is not a Business Day, the first Business Day following such Conversion Date.

(d)   On or before the date three (3) days prior to the proposed Conversion Date, the Company may determine not to convert the 2008A Bonds proposed to be converted to a new Rate Mode pursuant to its election to convert given under Section 2A.5(a) by giving written notice to the Trustee, the Remarketing Agent, the Bank and the Paying Agent (with a copy to the Issuer).  In such event (i) the 2008A Bonds shall not be converted to the new Rate Mode but shall remain in the current Rate Mode and (ii) the Owners of the 2008A Bonds shall nevertheless be required to tender their 2008A Bonds for mandatory purchase pursuant to Section 2B.2.

The 2008A Bonds shall initially bear interest at a Weekly Rate (determined pursuant to this Article) for an initial Weekly Rate Period commencing on the Issue Date.  2008A Bonds may be converted from one Rate Mode to another Rate Mode as provided in Section 2A.5.  All 2008A Bonds shall bear interest at the same rate and shall be in the same Rate Mode at all times.

(a)   Optional Tender Rights .  The Owners of 2008A Bonds (or while the 2008A Bonds are held pursuant to a book-entry system, the Beneficial Owners) bearing interest at a Daily Rate, Weekly Rate or Monthly Rate shall have the right to tender their 2008A Bonds (or portions thereof in amounts equal to a minimum of $100,000 and whole multiples of $5,000 in excess of $100,000) for purchase, at a price equal to 100% of the principal amount thereof (or of such portions) plus accrued interest (if any), in the case of 2008A Bonds bearing interest at a Daily Rate or Weekly Rate, on any Business Day, and in the case of 2008A Bonds bearing interest at a Monthly Rate, on the first Business Day of the next succeeding calendar month (each such date is referred to hereinafter as a "Purchase Date") designated by written notice delivered to the Paying Agent and the Remarketing Agent on a Business Day (i) in the case of 2008A Bonds in the Daily Mode, by 10:30 a.m. on the Purchase Date, (ii) in the case of 2008A Bonds in the Weekly Mode, at least seven (7) days prior to the Purchase Date, or (iii) in the case of 2008A Bonds in the Monthly Mode, at least fourteen (14) days prior to the Purchase Date.

(b)   Notice by Owner of Tender .  Each notice of tender pursuant to Section 2B.1(a) shall:

(1)   be delivered to the Paying Agent at its Delivery Office and to the Remarketing Agent at its Office and be substantially in the form set forth in Exhibit D to this Indenture or in other form satisfactory to the Paying Agent;

(2)   state (i) the principal amount of the 2008A Bond to which the notice relates, (ii) that the Owner irrevocably demands purchase of such 2008A Bond (or a specified portion thereof in an amount such that each portion thereof is equal to a whole multiple of $5,000 but not less than $100,000), (iii) the Purchase Date on which such 2008A Bond (or specified portion) is to be purchased, and (iv) payment instructions with respect to the purchase price; and

(3)   automatically constitute (i) an irrevocable offer to sell the 2008A Bond (or portion thereof) to which such notice relates on the Purchase Date at a price equal to the principal amount of such 2008A Bond (or portion thereof) plus any interest thereon (if any) accrued and unpaid as of the Purchase Date, (ii) an irrevocable authorization and instruction to the Paying Agent to effect transfer of such 2008A Bond (or portion thereof) upon payment of such price to the Paying Agent on the Purchase Date, (iii) an irrevocable authorization and instruction to the Paying Agent to effect the exchange of such 2008A Bond in whole or in part for other 2008A Bonds in an equal aggregate principal amount so as to facilitate the sale of such 2008A Bond (or portion thereof), and (iv) an acknowledgment that such Owner will have no further rights with respect to such 2008A Bond (or portion thereof) upon payment of the purchase price thereof to the Paying Agent on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such 2008A Bond to the Paying Agent endorsed for transfer in blank and with guaranty of signatures satisfactory to the Paying Agent, and that after the Purchase Date such Owner will hold such 2008A Bond as agent for the Paying Agent.

The determination of the Paying Agent as to whether a notice of tender has been properly delivered pursuant to the foregoing shall be conclusive and binding upon the Owner.  Any notice of tender that is determined by the Paying Agent to fail to comply with the requirements of this Section 2B.1(b) shall be of no further force and effect notwithstanding any contrary provision of this Indenture.

(c)   Notice by Paying Agent of 2008A Bonds to be Remarketed .  Not later than 12:00 noon on the Business Day immediately following the date of receipt of any notice of tender pursuant to this Section, the Paying Agent shall notify by telephone promptly confirmed in writing the Remarketing Agent of the principal amount of 2008A Bonds (or portions thereof) to be purchased and the Purchase Date, provided that in the case of 2008A Bonds bearing interest at the Daily Rate, such notice shall be given as promptly as reasonably practicable on the date of receipt of notice of tender.

(d)   Remarketing of Tendered 2008A Bonds .  The Remarketing Agent shall use its reasonable best efforts to find purchasers for and arrange for the sale on the respective Purchase Date of all 2008A Bonds or portions thereof in respect of which a notice of tender has been received pursuant to Section 2B.1(a), at a price equal to 100% of the principal amount thereof plus accrued interest thereon (if any); provided that no 2008A Bonds shall be remarketed by the Remarketing Agent to the Issuer, the Company or an Affiliate or an affiliate of the Issuer.  The terms of any such sale shall provide for the payment of the purchase price for tendered 2008A Bonds to the Paying Agent (in exchange for new registered 2008A Bonds) in immediately available funds at or before 11:00 a.m. on the Purchase Date.  Notwithstanding the foregoing, the Remarketing Agent shall not arrange for the sale of any 2008A Bond as to which (i) there has been given to the applicable Bondholder a notice of mandatory tender for purchase pursuant to Section 2B.2, Section 2B.3 or Section 2B.4, a notice of replacement of the Letter of Credit Facility pursuant to Section 2C.8, or a notice of optional or special mandatory redemption pursuant to Sections 5.6 and 5.7, respectively, unless in each case the Remarketing Agent has delivered to the person to whom the sale is made a copy of such notice, and such person has acknowledged receipt and agreed to be bound by the terms thereof, or (ii) provision for payment of such 2008A Bond has been made pursuant to Section 10.1.

(e)   Certain Notices by Remarketing Agent and Paying Agent .

(1)   Notice by Remarketing Agent of Remarketed 2008A Bonds .  At or before 3:00 p.m. on the third Business Day immediately preceding, or, in the case of 2008A Bonds bearing interest at the Daily Rate, by 11:00 a.m. on, the  Purchase Date for purchase of optionally tendered 2008A Bonds pursuant to this Section, the Remarketing Agent shall give notice by telephone, telegram, telecopy, telex or other similar communication to the Paying Agent of (i) the principal amount of tendered 2008A Bonds which have been remarketed and (ii) the principal amount of tendered 2008A Bonds, if any, which have not been remarketed.

(2)   Notice by Paying Agent of 2008A Bonds Not Remarketed .  Not later than 5:00 p.m., or, in the case of 2008A Bonds bearing interest at the Daily Rate, by 11:15 a.m., on the date of receipt of any notice pursuant to Section 2B.1(e)(1) informing the Paying Agent that tendered 2008A Bonds have not been remarketed, the Paying Agent shall give notice by telephone, telegram, telecopy or other similar communication to the Company and (if a Letter of Credit Facility is in effect) the Bank specifying the principal amount of tendered 2008A Bonds as to which the Remarketing Agent has not found a purchaser at that time.

(3)   Remarketing Agent Notice of Amounts to be Drawn Under Letter of Credit Facility .  Prior to 10:00 a.m. on the second Business Day immediately preceding, or, in the case of 2008A Bonds bearing interest at the Daily Rate, by 11:30 a.m. on, the Purchase Date for purchase of tendered 2008A Bonds pursuant to this Section, the Remarketing Agent shall give telephonic notice, promptly confirmed in writing, to the Paying Agent, the Company and (if a Letter of Credit Facility is in effect) the Bank specifying the amounts of principal and interest, if any, representing purchase price of such 2008A Bonds, which the Remarketing Agent does not hold, for the benefit of the persons entitled to receive such purchase price, at the time such notice is given.

(4)   Notice by Remarketing Agent Identifying Purchasers of Remarketed 2008A Bonds .  At or before 12:00 Noon on the Business Day prior to, or, in the case of 2008A Bonds bearing interest at the Daily Rate, by 12:00 noon on, the Purchase Date for purchase of tendered 2008A Bonds pursuant to this Section, the Remarketing Agent shall give notice to the Paying Agent by telephone (promptly confirmed in writing) of the names, addresses and taxpayer identification numbers of the purchasers, the denominations of 2008A Bonds to be delivered as hereinafter provided to each purchaser and the payment instructions for regularly scheduled interest payments.

(f)   Payment of Remarketing Proceeds .  The Remarketing Agent shall cause to be paid to the Paying Agent by 11:00 a.m. on the date fixed for purchase of tendered 2008A Bonds all amounts then held by the Remarketing Agent representing proceeds of the remarketing of such 2008A Bonds, such payments to be made in immediately available funds.  All moneys received by the Paying Agent as remarketing proceeds shall be deposited by the Paying Agent in a special trust account designated as the "Remarketing Proceeds Purchase Account," which the Paying Agent shall establish and use as provided in this Article, and shall not be commingled with other funds held by the Paying Agent.  All moneys in the Remarketing Proceeds Purchase Account shall be held in trust, uninvested and without liability for interest thereon, pending application of such moneys by the Paying Agent pursuant to this Article.

(g)   Drawings on Letter of Credit Facility for Purchase Price .  If a Letter of Credit Facility is in effect, following receipt by the Paying Agent of the notice described in Section 2B.1(e)(3), the Paying Agent shall draw on the Purchase Date the amount set forth in such notice as not being held by the Remarketing Agent  under such Letter of Credit Facility in order for the Paying Agent to make timely payments of purchase price of tendered 2008A Bonds from remarketing proceeds or moneys drawn under such Letter of Credit Facility.  In the absence of such notice, the Paying Agent shall be deemed to have received notice from the Remarketing Agent specifying that no portion of the purchase price of such 2008A Bonds is held by the Remarketing Agent, in which case the Paying Agent shall draw the entire amount thereof under the Letter of Credit Facility.  Before 11:00 a.m. on the Purchase Date for purchase of tendered 2008A Bonds pursuant to this Section, the Paying Agent shall take all action necessary to draw on the Letter of Credit Facility securing such tendered 2008A Bonds in accordance with Section 2B.5(a) the amounts specified (or deemed specified) for receipt by the Paying Agent on such Purchase Date.  The Paying Agent shall establish a special trust account designated as the "Letter of Credit Purchase Account", into which the Paying Agent shall deposit and hold in trust, uninvested and without liability for interest thereon, all such amounts received by the Paying Agent from drawings on the applicable Letter of Credit Facility for purchases of tendered 2008A Bonds pending application of such amounts by the Paying Agent pursuant to this Article.  Any remaining amounts in the Letter of Credit Purchase Account after any application required by Section 2B.1(i) shall be paid over by the Paying Agent to the Bank for the account of the Company as reimbursement for the drawing on the Letter of Credit Facility from which such amounts were derived; provided that such Letter of Credit Facility shall be reinstated to the extent of such reimbursement and the Paying Agent shall take all necessary action on its part pursuant to such Letter of Credit Facility to effect such reinstatement.

(h)   Use of Funds in the Company Debt Service Account for Purchase Price .  If sufficient funds for the payment of the purchase price of tendered 2008A Bonds are not provided by draws on the Letter of Credit by 3:00pm, New York City time, on the Purchase Date, then the Paying Agent shall draw funds from the Company Debt Service Account to the extent necessary to pay the purchase price of such tendered 2008A Bonds in full.

(i)   Payments of Purchase Price by Paying Agent .  The Paying Agent shall pay the purchase price of 2008A Bonds tendered pursuant to this Section to the selling Owners thereof at its Office not later than 5:00 p.m. on the later of (i) the Purchase Date for the purchase of such 2008A Bonds pursuant to this Section or (ii) the date of surrender of such 2008A Bonds to the Paying Agent properly endorsed for transfer in blank and with all signatures guaranteed to the satisfaction of the Paying Agent.  Such payments shall be made in immediately available funds, but solely from the following sources in the order of priority indicated:

(1)   moneys held in the Remarketing Proceeds Purchase Account representing proceeds of the remarketing of such 2008A Bonds pursuant to Section 2B.1(d) to any person other than the Issuer, the Company or an Affiliate;

(2)   moneys held in the subaccount of the Letter of Credit Purchase Account representing proceeds of a drawing by the Paying Agent under the Letter of Credit Facility for such purpose; and

(3)   moneys in the Company’s Debt Service Account.

If sufficient funds are not available for the purchase of all tendered 2008A Bonds, no purchase shall be consummated.

(j)   Registration and Delivery of Tendered or Purchased 2008A Bonds .  On the Purchase Date for the purchase of tendered 2008A Bonds pursuant to this Section, the Paying Agent shall register and make available (or hold) all 2008A Bonds purchased on such date as follows:

(1)   2008A Bonds remarketed by the Remarketing Agent shall be registered and made available to the Remarketing Agent or the purchasers thereof (by overnight mail or similar service) in accordance with the written instructions of the Remarketing Agent; and

(2)   2008A Bonds purchased with proceeds of a drawing on the Letter of Credit Facility securing such 2008A Bonds shall be Pledged Bonds and shall be pledged and assigned to the Bank in accordance with the Reimbursement Agreement.

(k)   Delivery of 2008A Bonds: Effect of Failure to Surrender 2008A Bonds .  All 2008A Bonds to be purchased on any date shall be delivered to the Payment Office of the Paying Agent for receipt at or before 11:00 a.m. on the Purchase Date.  If the Owner of any 2008A Bond (or portion thereof) that is subject to purchase pursuant to this Section fails to deliver such 2008A Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the purchase price therefor, such 2008A Bond (or portion thereof) shall nevertheless be deemed tendered and purchased on the Purchase Date fixed for purchase thereof and registration of the ownership of such 2008A Bond (or portion thereof) shall be transferred to the purchaser thereof as provided in Section 2B.1(j).  Any Owner of any 2008A Bond (or portion thereof) that is subject to purchase pursuant to this Section who so fails to deliver such 2008A Bond for purchase on (or before) the Purchase Date (1) shall have no further rights thereunder, except the right to receive the purchase price thereof upon presentation and surrender of such 2008A Bond to the Paying Agent properly endorsed for transfer in blank and with all signatures guaranteed to the satisfaction of the Paying Agent, and (2) shall thereafter hold such 2008A Bond as agent for the Paying Agent.  The Paying Agent shall, as to any tendered 2008A Bonds (or portions thereof) which have not been delivered to it ("Undelivered 2008A Bonds"), (i) promptly notify the Remarketing Agent of such non-delivery and (ii) place a stop transfer against an appropriate amount of 2008A Bonds registered in the name of the Owner(s) on the Bond Register.  The Paying Agent shall place such stop transfer(s) commencing with the lowest serial number 2008A Bond registered in the name of such Owner(s) (until stop transfers have been placed against an appropriate amount of 2008A Bonds) until the appropriate tendered 2008A Bonds are delivered to the Paying Agent.  Upon such delivery, the Paying Agent shall make any necessary adjustments to the Bond Register.  The Paying Agent shall hold moneys representing the purchase price of Undelivered 2008A Bonds in one or more separate accounts or subaccounts for the sole benefit of the former Owner(s) of such Undelivered 2008A Bonds.

(a)   Mandatory Tender Upon Conversion or at End of Term Rate Period .  The 2008A Bonds shall be subject to mandatory tender for purchase on (i) each Conversion Date for the 2008A Bonds, or, if such Conversion Date is not a Business Day, the first Business Day succeeding such Conversion Date, (ii) each proposed Conversion Date for the 2008A Bonds designated by the Company for a conversion election which the Company has rescinded pursuant to Section 2A.5(d), or, if such proposed Conversion Date is not a Business Day, the first Business Day succeeding such proposed Conversion Date, and (iii) and the first Business Day immediately following the end of each Term Rate Period for the 2008A Bonds, at a price equal to the principal amount thereof, plus accrued interest if the Purchase Date is not an Interest Payment Date.

(b)   Remarketing .  The Remarketing Agent shall use its reasonable best efforts to find purchasers for and arrange for the sale on the respective Purchase Date of all 2008A Bonds subject to mandatory tender for purchase pursuant to Section 2B.2(a), at a price equal to 100% of the principal amount thereof plus interest accrued to the Purchase Date (if any); provided that (1) no 2008A Bonds shall be remarketed by the Remarketing Agent to the Issuer, the Company or an Affiliate or an affiliate of the Issuer and (2) if a Letter of Credit Facility is in effect, the Letter of Credit Facility coverage requirements of Section 2B.2(c) shall be satisfied.  The terms of any sale arranged by the Remarketing Agent shall provide for the payment of the purchase price to the Paying Agent of the 2008A Bonds being remarketed in immediately available funds at or before 11:00 a.m. on the Purchase Date.

(c)   Letter of Credit Facility Coverage .  There shall be no remarketing of the 2008A Bonds pursuant to Section 2B.2(b) unless and until (1) in the case of a conversion, the applicable requirements of Section 2A.5 regarding the delivery of an amendment to the Letter of Credit Facility or an Alternate Credit Facility (if any) have been satisfied to the extent applicable and (2) in the case of a remarketing for a new Term Rate Period not in connection with a conversion, if the Company has elected to provide a Letter of Credit Facility for such 2008A Bonds for the new Term Rate Period, there shall have been delivered to the Paying Agent an amendment to the Letter of Credit Facility or an Alternate Credit Facility which provides for (i) an Expiration Date not earlier than the first to occur of (A) the first anniversary of the Purchase Date or (B) the Term Rate Period End Interest Payment Date next following the Purchase Date, and (ii) coverage of 193 days' accrued interest on the 2008A Bonds at a rate not less than the interest rate at which the then current Letter of Credit Facility provides coverage, subject to adjustment on the Purchase Date to the actual Term Rate as the same shall be fixed immediately prior to such date (or evidence satisfactory to the Trustee and the Bank that the current Letter of Credit Facility provides for sufficient coverage without an amendment thereto).

(d)   Certain Notices by Remarketing Agent .  Subject to the provisions of Section 2B.2(b), the Remarketing Agent shall give the following notices:

(1)   Notice by Remarketing Agent of Remarketed 2008A Bonds .  At or before 3:00 p.m. on the third Business Day immediately preceding the Purchase Date for purchase of 2008A Bonds pursuant to Section 2B.2(a), the Remarketing Agent shall give notice by telephone, telegram, telecopy, telex or other similar communication to the Paying Agent, the Company and the Bank of (i) the principal amount of 2008A Bonds which have been remarketed and (ii) the principal amount of 2008A Bonds, if any, which have not been remarketed.

(2)   Notice by Paying Agent of 2008A Bonds Not Remarketed .  Not later than 5:00 p.m. on the date of receipt of any notice pursuant to Section 2B.2(d)(1) informing the Paying Agent that 2008A Bonds have not been remarketed, the Paying Agent shall give notice by telephone, telegram, telecopy or other similar communication to the Company and the Bank, specifying the principal amount of 2008A Bonds as to which the Remarketing Agent has not found a purchaser at that time.

(3)   Remarketing Agent Notice of Amounts to be Drawn Under Letter of Credit Facility .  Prior to 10:00 a.m. on the second Business Day immediately preceding the Purchase Date for purchase of tendered 2008A Bonds pursuant to Section 2B.2(a), the Remarketing Agent shall give telephonic notice, promptly confirmed in writing, to the Paying Agent, the Company and the Bank specifying the amounts of principal and interest, if any, representing the purchase price of such 2008A Bonds, which the Remarketing Agent does not hold, for the benefit of the persons entitled to receive such purchase price, at the time such notice is given.

(4)   At or before 12:00 noon on the Business Day prior to the Purchase Date for the purchase of 2008A Bonds pursuant to Section 2B.2(a), the Remarketing Agent shall give notice to the Paying Agent by telephone (promptly confirmed in writing) of the names, addresses and taxpayer identification numbers of the purchasers and the denominations of 2008A Bonds to be delivered to each purchaser and the payment instructions for regularly scheduled interest payments.

(e)   Payment of Remarketing Proceeds .  The Remarketing Agent shall cause to be paid to the Paying Agent by 11:00 a.m. on the Purchase Date for purchase of 2008A Bonds pursuant to Section 2B.2(a) all amounts then held by the Remarketing Agent representing proceeds of the remarketing of such 2008A Bonds, such payment to be made in immediately available funds.  All such remarketing proceeds received by the Paying Agent shall be deposited in the Remarketing Proceeds Purchase Account and applied by the Paying Agent pursuant to this Article.

(f)   Drawings on Letter of Credit Facility for Purchase Price .  If a Letter of Credit Facility is in effect, following receipt by the Paying Agent of the notice set forth in Section 2B.2(d)(3), the Paying Agent shall draw on the Purchase Date the amounts set forth in such notice as not being held by the Remarketing Agent under such Letter of Credit Facility in order for the Paying Agent to make timely payments of purchase price of 2008A Bonds subject to mandatory tender pursuant to Section 2B.2(a) from remarketing proceeds or moneys drawn under such Letter of Credit Facility.  In the absence of such notice, the Paying Agent shall be deemed to have received notice from the Remarketing Agent specifying that no portion of the purchase price of such 2008A Bonds is held by the Remarketing Agent, in which case the Paying Agent shall draw the entire amount thereof under such Letter of Credit Facility.  Before 11:00 a.m. on the Purchase Date for purchase of 2008A Bonds pursuant to Section 2B.2(a), the Paying Agent shall take all action necessary to draw on such Letter of Credit Facility in accordance with Section 2B.5(a) hereof the amounts specified (or deemed specified) for receipt by the Paying Agent on such Purchase Date.  The Paying Agent shall deposit into the Letter of Credit Purchase Account and hold uninvested and without liability for interest all such amounts received by the Paying Agent from drawings on the Letter of Credit Facility securing such tendered 2008A Bonds for purchases of the 2008A Bonds pending application of such amounts by the Paying Agent pursuant to this Article.  Any remaining amounts in the applicable subaccount of the Letter of Credit Purchase Account after any application required by Section 2B.2(h) shall be paid over by the Paying Agent to the Bank for the account of the Company as reimbursement for the drawing on the applicable Letter of Credit Facility from which such amounts were derived; provided that the Letter of Credit Facility shall be reinstated to the extent of such reimbursement and the Paying Agent shall take all necessary action on its part pursuant to the Letter of Credit Facility to effect such reinstatement.

(g)   Use of Funds in the Company Debt Service Account for Purchase Price .  If sufficient funds for the payment of the purchase price of tendered 2008A Bonds are not provided by draws on the Letter of Credit by 3:00pm, New York City time, on the Purchase Date, then the Paying Agent shall draw funds from the Company Debt Service Account to the extent necessary to pay the purchase price of such tendered 2008A Bonds in full.

(h)   Payments of Purchase Price by Paying Agent .  The Paying Agent shall pay the purchase price of 2008A Bonds tendered pursuant to this Section to the selling Owners thereof at its Payment Office not later than 5:00 p.m. on the later of (i) the Purchase Date for the purchase of such 2008A Bonds or (ii) the date of surrender of such 2008A Bonds to the Paying Agent properly endorsed for transfer in blank and with all signatures guaranteed to the satisfaction of the Paying Agent.  Such payments shall be made in immediately available funds, but solely from the following sources in the order of priority indicated, neither the Issuer, the Trustee, the Paying Agent nor the Remarketing Agent having an obligation to use funds from any other source:

(1)   moneys held in the Remarketing Proceeds Purchase Account representing proceeds of the remarketing of the 2008A Bonds pursuant to Section 2B.2(b) to any person other than the Issuer, the Company or any Affiliate;

(2)   moneys held in the Letter of Credit Purchase Account representing proceeds of a drawing by the Paying Agent under the Letter of Credit Facility for such purpose; and

(3)   moneys held in the Company Debt Service Account.

If sufficient funds are not available for the purchase of all tendered 2008A Bonds, no purchase shall be consummated.

(i)   Registration and Delivery of Tendered or Purchased 2008A Bonds .  On the Purchase Date for the purchase of tendered 2008A Bonds pursuant to this Section, the Paying Agent shall register and deliver (or hold) all 2008A Bonds purchased on such date as follows:

(1)   2008A Bonds remarketed by the Remarketing Agent shall be registered and made available to the Remarketing Agent or the purchasers thereof (by overnight mail or similar service) in accordance with the written instructions of the Remarketing Agent; and

(2)   2008A Bonds purchased with proceeds of a drawing on the Letter of Credit Facility shall be Pledged Bonds and shall be pledged and assigned to the Bank in accordance with the Reimbursement Agreement.

(j)   Delivery of 2008A Bonds: Effect of Failure to Surrender 2008A Bonds .  All 2008A Bonds to be purchased on the Purchase Date shall be delivered to the Payment Office of the Paying Agent for receipt at or before 11:00 a.m. on such date.  If the Owner of any 2008A Bond that is subject to purchase pursuant to this Section fails to deliver such 2008A Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the purchase price therefor, such 2008A Bond shall nevertheless be deemed tendered and purchased on the Purchase Date fixed for the purchase thereof, and registration of the ownership of such 2008A Bond shall be transferred to the purchaser thereof as provided in Section 2B.2(i). Any Owner who so fails to deliver such 2008A Bond for purchase on (or before) the Purchase Date (1) shall have no further rights thereunder, except the right to receive the purchase price thereof upon presentation and surrender of such 2008A Bond to the Paying Agent properly endorsed for transfer in blank and with all signatures guaranteed to the satisfaction of the Paying Agent and (2) shall thereafter hold such 2008A Bond as agent for the Paying Agent.  The Paying Agent shall, as to any tendered 2008A Bonds which have not been delivered to it ("Undelivered 2008A Bonds"), (i) promptly notify the Remarketing Agent of such non-delivery and (ii) place a stop transfer against such 2008A Bonds until they are delivered to the Paying Agent.  Upon such delivery, the Paying Agent shall make any necessary adjustments to the Bond Register.  The Paying Agent shall hold moneys representing the purchase price of Undelivered 2008A Bonds in one or more separate accounts or subaccounts for the sole benefit of the former Owner(s) of such Undelivered 2008A Bonds.

Section 2B.3.   Mandatory Tender for Purchase Upon Letter of Credit Facility Expiration, Replacement or Termination Due to Default .

(a)   Mandatory Tender Upon Expiration, Replacement or Termination Due to Default .  In the event the Company has elected to provide a Letter of Credit Facility for the 2008A Bonds, the 2008A Bonds shall be subject to mandatory tender for purchase on (1) the Interest Payment Date  immediately preceding the expiration date of the Letter of Credit Facility then in effect but not less than five days before such expiration date (or if such Interest Payment Date is not a Business Day, the Business Day next following such Interest Payment Date) in the event such Letter of Credit Facility shall not have been extended effective on or before such Interest Payment Date in accordance with Section 2C.6, (2) the date of replacement of the Letter of Credit Facility with an Alternate Credit Facility pursuant to Section 2C.7 or (3) the date specified by the Bank in a written notice to the Trustee, the Paying Agent, the Remarketing Agent and the Company (or if such date is not a Business Day, the next succeeding Business Day) stating that an Event of Termination, as defined in the Letter of Credit Facility, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit Facility (except as otherwise provided in Section 2B.7 hereof, in which event the 2008A Bonds will not be subject to mandatory tender for purchase).  Any such mandatory purchase shall be at a purchase price equal to the principal amount thereof plus accrued interest (if any); provided that if the 2008A Bonds are subject to mandatory tender pursuant to Section 2B.2 on a date coinciding with the Interest Payment Date on which the 2008A Bonds would otherwise be subject to mandatory tender pursuant to this Section, then mandatory tender for purchase shall be made pursuant to Section 2B.2 for purposes of this Indenture and the 2008A Bonds.  Each of the dates for purchase set forth in this Section 2B.3(a)(1), (2) and (3) above shall be a "mandatory tender date".

(b)   Notice to Registered Owners .  On or before the 20th day prior to any mandatory tender date, unless in the case of a mandatory tender for purchase pursuant to Section 2B.3(a)(1) above the Letter of Credit Facility shall have been extended in compliance with the conditions of Section 2C.6, the Paying Agent shall promptly give notice of mandatory tender for purchase pursuant to this Section by first-class mail to the Owners of all 2008A Bonds.  Such notice shall state that all Outstanding 2008A Bonds are subject to mandatory tender for purchase pursuant to the provisions thereof and of this Section in anticipation of the expiration, replacement or termination of the Letter of Credit Facility and will be purchased on the mandatory tender date (which date shall be set forth in such notice) by payment of a purchase price equal to the principal amount thereof plus accrued interest (if any).

(c)   No Remarketing .  Anything in this Indenture to the contrary notwithstanding, the Remarketing Agent shall have no obligation to remarket 2008A Bonds for purchase after notice of mandatory tender has been given pursuant to Section 2B.3(b) with respect to mandatory purchase under Section 2B.3(a)(1) or (3) unless such Letter of Credit Facility is being replaced with an Alternate Credit Facility or the Company has agreed to provide liquidity for the 2008A Bonds itself in accordance with Section 2C.1 hereof. ›

(d)   Remarketing of 2008A Bonds .  The Remarketing Agent shall use its reasonable best efforts to find purchasers for and arrange for the sale on the respective Purchase Date of all 2008A Bonds subject to mandatory tender for purchase pursuant to Section 2B.3(a)(2) (or, in the case of a mandatory tender for purchase pursuant to Section 2B.3(a)(1) or (3), if the Letter of Credit Facility is being replaced with an Alternate Credit Facility, Section 2B.3(a)(1) or (3)) at a price equal to 100% of the principal amount thereof plus accrued interest thereon (if any), provided that (i) no 2008A Bonds shall be remarketed by the Remarketing Agent to the Company or an Affiliate or to the Issuer or to an affiliate of the Issuer, and (ii) the Letter of Credit Facility coverage requirements of this Indenture shall be satisfied.  The terms of any sale arranged by the Remarketing Agent shall provide for the payment of the Purchase Price to the Paying Agent of the 2008A Bonds in immediately available funds at or before 11:00 a.m. on the Purchase Date.

(e)   Certain Notices by Remarketing Agent .  The Remarketing Agent shall give the following notices:

(1)   Notice by Remarketing Agent of Remarketed 2008A Bonds .  At or before 3:00 p.m. on the third Business Day immediately preceding the Purchase Date for purchase of 2008A Bonds pursuant to Section 2B.3(a)(2) (or, in the case of a mandatory tender for purchase pursuant to Section 2B.3(a)(1) or (3), if the Letter of Credit Facility is being replaced with an Alternate Credit Facility, Section 2B.3(a)(1) or (3)), the Remarketing Agent shall give notice by telephone, telegram, telecopy, telex or other similar communication to the Paying Agent, the Company and the Bank of (i) the principal amount of 2008A Bonds which have been remarketed and (ii) the principal amount of 2008A Bonds, if any, which have not been remarketed.

(2)   Notice by Paying Agent of 2008A Bonds Not Remarketed .  Not later than 5:00 p.m. on the date of receipt of any notice pursuant to Section 2B.3(e)(1) informing the Paying Agent that 2008A Bonds have not been remarketed, the Paying Agent shall give notice by telephone, telegram, telecopy or other similar communication to the Company and the Bank, specifying the principal amount of 2008A Bonds as to which the Remarketing Agent has not found a purchaser at that time.

(3)   Remarketing Agent Notice of Amounts to be Drawn Under Letter of Credit Facility .  Prior to 10:00 a.m. on the second Business Day immediately preceding the Purchase Date for purchase of tendered 2008A Bonds pursuant to Section 2B.3(a)(2) (or, in the case of a mandatory tender for purchase pursuant to Section 2B.3