NEW YORK STATE PUBLIC AUTHORITIES CONTROL BOARD. R E S O L U T I O N No. 13-ERDA-117

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1 NEW YORK STATE PUBLIC AUTHORITIES CONTROL BOARD R E S O L U T I O N No. 13-ERDA-117 APPROVING A SPECIFIED PROJECT OF THE NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY (Residential Energy Efficiency Financing Revenue Bonds), Series 2013A WHEREAS, the New York State Public Authorities Control Board ("PACB"), created pursuant to Chapter 38, Laws of 1976, has been empowered by section 51 of the Public Authorities Law to receive applications from designated public benefit corporations, including the New York State Energy Research and Development Authority ("NYSERDA") for approval of the acquisition, construction or financing of any project by any such public benefit corporation; and WHEREAS, the PACB has duly received an application from NYSERDA for approval of the sale, in one or more series, of Residential Energy Efficiency Financing Revenue Bonds, Series 2013A, in an aggregate principal amount not to exceed $24,300,000 (the Bonds ), to finance residential energy efficiency loans through the Green Jobs Green New York Program (the Program ) as authorized in a NYSERDA resolution duly adopted as Resolution No at a meeting of NYSERDA duly held on June 17, 2013 (the NYSERDA Resolution ), together with materials submitted by NSYERDA to support the transaction; and WHEREAS, NYSERDA is empowered by Sections 1850-a, 1854(8),

2 ERDA (11) and 1860 of the Public Authorities Law to issue bonds for its corporate purposes and to extend credit and make loans from bond proceeds for the construction, acquisition, installation, reconstruction, improvement, maintenance, equipping, furnishing or leasing of "special energy projects" as defined therein; and WHEREAS, the Bonds to be issued will be fixed-rate, federally taxable bonds with a final maturity of not more than 15 years; and WHEREAS, the Bonds are being issued as Qualified Energy Conservation Bonds in accordance with applicable provisions of the Internal Revenue Code of 1986, as amended, in connection with which the Authority expects to receive Federal interest rate subsidies; and WHEREAS, NYSERDA will pledge loan repayments from residential energy efficiency loans issued through the Program, federal interest rate subsidies received in connection with the Bonds, and available funds in the Green Jobs-Green New York Revolving Loan Fund in accordance with the terms of an Indenture of Trust between NYSERDA and the Bank of New York Mellon, as Trustee (the Bond Trustee ) to be entered into to secure the Bonds and any additional bonds issued ( the Indenture ); and WHEREAS, the scheduled payments of principal and interest on the Bonds will also be supported by a guarantee Guarantee ) from

3 ERDA-117 the New York State Environmental Facilities Corporation ( EFC ) for the benefit of the Bond Trustee pursuant to the Financing Indenture of Trust (the "2010 MFI Indenture") between EFC and Manufacturers and Traders Trust Company, as Trustee (the "MFI Trustee") dated June 1, 2010, as supplemented, in the event that the pledged loan repayments and other revenues pledged under the Indenture are insufficient to meet such scheduled payments on the Bonds; and WHEREAS, NYSERDA will enter into a reimbursement agreement with EFC under which the Authority will agree to reimburse EFC for any payments made by EFC under the Guarantee and will establish a Collateral Reserve Account, held by a custodian, funded with federal grant funds in the initial amount of $8,512,581 to secure such obligation to reimburse EFC; and WHEREAS, the long-term rating of the Bonds will be at least A from a nationally recognized rating agency; and WHEREAS, the Bonds shall be issued subject to the following conditions: (i) the Bonds shall bear a fixed interest rate not to exceed 7 percent; (ii) the purchase price to the Underwriters of the Bonds shall not be less than ninety-seven percent (97%) of the principal amount thereof, and the compensation paid to the Underwriters in connection with the initial offering of the Bonds shall not exceed one percent (1%) of the principal amount thereof;

4 ERDA-117 (iii) the bonds shall mature no later than 15 years after the date of issuance; and (iv) no Bonds shall be issued after June 17, NOW, THEREFORE, BE IT RESOLVED, that PACB approves the Project identified below, in accordance with Section 51 of the Public Authorities Law: (Continued on Next Page)

5 ERDA-117 PROJECT IDENTIFICATION Project Description Residential Energy Efficiency Financing Revenue Bonds, Series 2013A To issue one or more series of bonds to finance or refinance residential energy efficiency loans issued through the Green Jobs Green New York Program Sources of Funds Estimated Amount Bond Proceeds $24,300,000 GJGNY Program funds 5,845,802 Total sources $30,145,802 Uses of Funds Project $29,228,032 Bond issuance charge 204,120 Cost of issuance 713,650 Total uses $30,145,802 Maximum principal amount of Bonds to be issued: not to exceed $24,300,000

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