Common use of Authorization of Bonds Clause in Contracts

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 aggregate principal amount of its First Mortgage Bonds, 4.27% Series due 2044 (the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (the “Original Mortgage”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by the Fortieth Supplemental Indenture, dated as of the Closing (the “Supplemental Indenture”), and entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 aggregate principal amount of its First Mortgage Bonds, 4.273.59% Series due 2044 2030 (the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (the “Original Mortgage”), between among the Company, The Bank of New York Mellon Trust Company, N.A. N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by the Fortieth that certain Forty-First Supplemental Indenture, dated as of the date of Closing (the “Supplemental Indenture”), and entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” ”. The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected subject to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except with respect to (ia) excepted property (as defined in the Mortgage) and (iib) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Bonds. The Company will authorize has authorized the issue and sale of $60,000,000 55,000,000 aggregate principal amount of its First Mortgage Bonds, 4.276.82% Series due 2044 2036 (the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, Trust dated as of September June 1, 1944 2006 (the “Original Mortgage”), ) by and between the Company, Xxxxxxx X. Xxxxxxx, as deed of trust trustee, and The Bank of New York Mellon Trust Company, N.A. N.A., as bond trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trusteecollectively, the “Trustees,” and individually, a “Trustee”), as to be supplemented and amended and supplemented by the Fortieth a First Supplemental Indenture, Indenture dated as of the Closing June 1, 2006 (the “Supplemental Indenture”), and will be entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. A. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, thereof (excluding Excepted Property and subject to permitted encumbrances, prepaid liens and Prior liens (each Permitted Liens as defined in the Mortgagetherein defined), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 aggregate principal amount of its 25,000,000 First Mortgage Bonds, 4.273.64% Series due 2044 January 15, 2035 (the “Series A Bonds”), (ii) $15,000,000 First Mortgage Bonds, 4.01% Series due January 15, 2040 (the “Series B Bonds”), (iii) $13,000,000 First Mortgage Bonds, 4.06% Series due January 15, 2040 (the “Series C Bonds”), and (iv) $12,000,000 First Mortgage Bonds, 4.11% Series due December 29, 2054 (the “Series D Bonds” and together with the Series A Bonds, the Series B Bonds and the Series C Bonds, the “Bonds”) to and such term includes any such notes issued in substitution therefor). The Bonds will be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September January 1, 1944 1941, from the Company (as successor by merger to the “Original Mortgage”Philadelphia Suburban Water Company), between the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A. N.A., as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as to be previously amended and supplemented by forty‑eight supplemental indentures and as further supplemented by the Fortieth Forty-ninth Supplemental Indenture, Indenture dated as of the Closing December 1, 2014 (such Forty-ninth Supplemental Indenture being referred to herein as the “Supplemental IndentureSupplement”)) which will be substantially in the form attached hereto as Exhibit A, with such changes therein, if any, as shall be approved by the Purchasers and entitled to the benefits thereofCompany. The Original MortgageIndenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indentureaforementioned forty‑eight supplemental indentures and the Supplement, and as may be further supplemented and or amended in the futureaccording to its terms, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specifiedAgreement. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedTerms used herein but not defined herein shall have the meanings set forth in the Indenture.

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 88,000,000 aggregate principal amount of its First Mortgage Bonds, 4.273.58% Series due 2044 2027 (the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (the “Original Mortgage”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by the Fortieth Thirty-Eighth Supplemental Indenture, dated as of the Initial Closing (the “Supplemental Indenture”), and entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 125,000,000 aggregate principal amount of its 5.30% First Mortgage Bonds, 4.27% Series due 2044 June 15, 2053 (the “Bonds”) ). The Bonds are to be issued under the Company’s Supplemental and secured by that certain Indenture of Mortgage and Deed of TrustRestated Trust Indenture, dated as of September March 1, 1944 1991, from the Company to U.S. Bank Trust Company, National Association, as successor trustee (the “Original MortgageTrustee”) (such Trust Indenture being hereinafter referred to as the “Base Indenture”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) as previously amended and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by a supplemental indenture relating to the Fortieth Supplemental Indenture, dated as of the Closing Bonds (the “Supplemental Indenture”), ) (such Trust Indenture as previously amended and entitled as to the benefits thereof. The Original Mortgage, as heretofore be so amended and supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is Indenture being hereinafter referred to as the “Mortgage.” Indenture”). The Supplemental Indenture, including the form of the Bonds, Indenture shall be substantially in the form set out in Exhibit 1A hereto, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. The Mortgage creates term “Bonds” shall include any such Bonds of the same series issued in substitution therefor pursuant to the terms and will create a first mortgage Lien on and a first security interest provisions of the Indenture. The Bonds shall be substantially in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined form set out in the Mortgage)Supplemental Indenture, and except (i) excepted property (as defined in the Mortgage) and (ii) with such property changes therefrom, if any, as may have been released from be approved by the Lien thereof in accordance with Purchasers and the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”)Company. Certain capitalized and other terms used herein shall have the meaning ascribed to such terms in this Agreement are the Indenture unless otherwise defined in Schedule BA to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 50,000,000 aggregate principal amount of its First Mortgage Bonds, 4.272.37% Series due 2044 May 15, 2031 (the “Bonds 2.37% Series”) and (ii) $50,000,000 aggregate principal amount of its First Mortgage Bonds, 3.35% Series due May 15, 2051 (the “Bonds 3.35% Series” and, together with the Bonds 2.37% Series, the “Bonds”) to and such term includes any such bond issued in substitution therefor). The Bonds will be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September July 1, 1944 1945, from the Company (as successor by merger to the “Original Mortgage”Ohio Water Service Company), between the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A. N.A., as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as to be previously amended and supplemented by seventeen supplemental indentures and as further supplemented by the Fortieth Eighteenth Supplemental Indenture, dated as of to be executed and submitted for filing before the Closing (such Eighteenth Supplemental indenture being referred to herein as the “Supplemental IndentureSupplement”)) which will be substantially in the form attached hereto as Exhibit A, with such changes therein, if any, as shall be approved by the Purchasers and entitled to the benefits thereofCompany. The Original MortgageIndenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indentureaforementioned seventeen supplemental indentures and the Supplement, and as may be further supplemented and or amended in the futureaccording to its terms, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specifiedAgreement. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedTerms used herein but not defined herein shall have the meanings set forth in the Indenture.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 30,000,000 aggregate principal amount of its First Mortgage Bonds, 4.273.73% Series due 2044 2033 (the “3.73% Series Bonds”), and (ii) $120,000,000 aggregate principal amount of its First Mortgage Bonds, 4.32% Series due 2043 (the “4.32% Series Bonds,” and together with the 3.73% Series Bonds, the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (the “Original Mortgage”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by the Fortieth Thirty-Ninth Supplemental Indenture, dated as of the Closing (the “Supplemental Indenture”), and entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form forms of the BondsBonds of each series, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 aggregate principal amount of its 25,000,000 First Mortgage Bonds, 4.273.94% Series due 2044 November 1, 2031 (the “Series A Bonds”), (ii) $25,000,000 First Mortgage Bonds, 4.61% Series due November 1, 2045 (the “Series A Bonds”) and (ii) $25,000,000 First Mortgage Bonds, 4.62% Series due November 1, 2046 (the “Series C Bonds” and together with the Series A Bonds and the Series B Bonds, the “Bonds”) to and such term includes any such notes issued in substitution therefor). The Bonds will be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September January 1, 1944 1941, from the Company (as successor by merger to the “Original Mortgage”Philadelphia Suburban Water Company), between the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A. N.A., as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as to be previously amended and supplemented by forty-seven supplemental indentures and as further supplemented by the Fortieth Forty-eighth Supplemental Indenture, Indenture dated as of the Closing October 1, 2013 (such Forty-eighth Supplemental Indenture being referred to herein as the “Supplemental IndentureSupplement”)) which will be substantially in the form attached hereto as Exhibit A, with such changes therein, if any, as shall be approved by the Purchasers and entitled to the benefits thereofCompany. The Original MortgageIndenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indentureaforementioned forty-seven supplemental indentures and the Supplement, and as may be further supplemented and or amended in the futureaccording to its terms, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specifiedAgreement. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedTerms used herein but not defined herein shall have the meanings set forth in the Indenture.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 100,000,000 aggregate principal amount of its 4.98% First Mortgage Bonds, 4.27Series 2023A, Tranche A due 2028 (the “Tranche A Bonds”) and (ii) $80,000,000 aggregate principal amount of its 5.04% First Mortgage Bonds, Series 2023A, Tranche B due 2044 2033 (the “Series Tranche B Bonds” and together with the Tranche A Bonds, the “Bonds”) ). The Bonds are to be issued under and will be entitled to the benefit of and secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust, Trust dated as of September January 1, 1944 2023 (the “Original Amended and Restated Mortgage”), ) between the Company, The Company and Deutsche Bank of New York Mellon Trust Company Americas (formerly known as Bankers Trust Company, N.A. ) (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by a supplemental indenture relating to the Fortieth Supplemental Indenture, dated as of the Closing Bonds (the “Supplemental Indenture”), ) (such Amended and entitled Restated Mortgage as to the benefits thereof. The Original Mortgage, as heretofore be so amended and supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is Indenture being hereinafter referred to as the “Mortgage.” Indenture”). The Supplemental Indenture, including the form of the Bonds, Indenture shall be substantially in the form set out in Exhibit 1A hereto, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. The Mortgage creates term “Bonds” shall include any such Bonds of the same series and will create a first mortgage Lien on tranche issued in substitution therefor pursuant to the terms and a first security interest provisions of the Indenture. The Bonds shall be substantially in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined respective forms set out in the Mortgage)Supplemental Indenture, and except (i) excepted property (as defined in the Mortgage) and (ii) with such property changes therefrom, if any, as may have been released from be approved by the Lien thereof in accordance with Purchasers and the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”)Company. Certain capitalized and other terms used herein shall have the meaning ascribed to such terms in this Agreement are the Indenture unless otherwise defined in Schedule BA to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 180,000,000 aggregate principal amount of its 5.75% First Mortgage Bonds, 4.27Series 2023B, Tranche A due 2029 (the “Tranche A Bonds”), (ii) $105,000,000 aggregate principal amount of its 5.91% First Mortgage Bonds, Series 2023B, Tranche B due 2044 2030 (the “Tranche B Bonds”) and (iii) $185,000,000 aggregate principal amount of its 6.00% First Mortgage Bonds, Series 2023B, Tranche C due 2034 (the “Tranche C Bonds” and together with the Tranche A Bonds and the Tranche B Bonds, the “Bonds”) ). The Bonds are to be issued under and will be entitled to the benefit of and secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust, Trust dated as of September January 1, 1944 2023, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2023 (the “Original Amended and Restated Mortgage”), ) between the Company, The Company and Deutsche Bank of New York Mellon Trust Company Americas (formerly known as Bankers Trust Company, N.A. ) (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by a supplemental indenture relating to the Fortieth Supplemental Indenture, dated as of the Closing Bonds (the “Supplemental Indenture”), ) (such Amended and entitled Restated Mortgage as to the benefits thereof. The Original Mortgage, as heretofore be so further amended and supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is Indenture being hereinafter referred to as the “Mortgage.” Indenture”). The Supplemental Indenture, including the form of the Bonds, Indenture shall be substantially in the form set out in Exhibit 1A hereto, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. The Mortgage creates term “Bonds” shall include any such Bonds of the same series and will create a first mortgage Lien on tranche issued in substitution therefor pursuant to the terms and a first security interest provisions of the Indenture. The Bonds shall be substantially in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined respective forms set out in the Mortgage)Supplemental Indenture, and except (i) excepted property (as defined in the Mortgage) and (ii) with such property changes therefrom, if any, as may have been released from be approved by the Lien thereof in accordance with Purchasers and the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”)Company. Certain capitalized and other terms used herein shall have the meaning ascribed to such terms in this Agreement are the Indenture unless otherwise defined in Schedule BA to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of (i) $60,000,000 40,000,000 aggregate principal amount of its First Mortgage Bonds, 4.273.79% Series due 2044 2041 (the “Series A Bonds”) , (ii) $20,000,000 aggregate principal amount of its First Mortgage Bonds, 3.80% Series due 2042 (the “Series B Bonds”), and (iii) $20,000,000 aggregate principal amount of its First Mortgage Bonds, 3.85% Series due 2047 (the “Series C Bonds” and together with the Series A Bonds and Series B Bonds, the “Bonds”) to and such term includes any such notes issued in substitution therefor). The Bonds will be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September January 1, 1944 1941, from the Company (as successor by merger to the “Original Mortgage”Philadelphia Suburban Water Company), between the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A. N.A., as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as to be previously amended and supplemented by Forty-six supplemental indentures and as further supplemented by the Fortieth Forty-seventh Supplemental Indenture, Indenture dated as of the Closing October 15, 2012 (such Forty-seventh Supplemental Indenture being referred to herein as the “Supplemental IndentureSupplement”)) which will be substantially in the form attached hereto as Exhibit A, with such changes therein, if any, as shall be approved by the Purchasers and entitled to the benefits thereofCompany. The Original MortgageIndenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indentureaforementioned forty-six supplemental indentures and the Supplement, and as may be further supplemented and or amended in the futureaccording to its terms, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specifiedAgreement. References to a “Section” are references to a Section Terms used herein but not defined herein shall have the meanings set forth in the Indenture. Table of this Agreement unless otherwise specified.Contents

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 100,000,000 aggregate principal amount of its 2.82% First Mortgage Bonds, 4.27% Series due 2044 May 1, 2051 (the “Bonds”) ). The Bonds are to be issued under the Company’s Supplemental and secured by that certain Indenture of Mortgage and Deed of TrustRestated Trust Indenture, dated as of September March 1, 1944 1991, from the Company to U.S. Bank National Association, as successor trustee (the “Original Mortgage”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as previously amended and as to be amended and supplemented by a supplemental indenture relating to the Fortieth Supplemental Indenture, dated as of the Closing Bonds (the “Supplemental Indenture”), ) (such Trust Indenture as previously amended and entitled as to the benefits thereof. The Original Mortgage, as heretofore be so amended and supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is Indenture being hereinafter referred to as the “Mortgage.” Indenture”). The Supplemental Indenture, including the form of the Bonds, Indenture shall be substantially in the form set out in Exhibit 1A hereto, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. The Mortgage creates term “Bonds” shall include any such Bonds of the same series issued in substitution therefor pursuant to the terms and will create a first mortgage Lien on and a first security interest provisions of the Indenture. The Bonds shall be substantially in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined forms set out in the Mortgage)Supplemental Indenture, and except (i) excepted property (as defined in the Mortgage) and (ii) with such property changes therefrom, if any, as may have been released from be approved by the Lien thereof in accordance with Purchasers and the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”)Company. Certain capitalized and other terms used herein shall have the meaning ascribed to such terms in this Agreement are the Indenture unless otherwise defined in Schedule BA to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize has authorized the issue and sale of $60,000,000 55,000,000 aggregate principal amount of its First Mortgage Bonds, 4.276.82% Series due 2044 2036 (the “Bonds”) to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust, Trust dated as of September June 1, 1944 2006 (the “Original Mortgage”), ) by and between the Company, Xxxxxxx X. Xxxxxxx, as deed of trust trustee, and The Bank of New York Mellon Trust Company, N.A. N.A., as bond trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trusteecollectively, the “Trustees,” and individually, a “Trustee”), as to be supplemented and amended and supplemented by the Fortieth a First Supplemental Indenture, Indenture dated as of the Closing June 1, 2006 (the “Supplemental Indenture”), and will be entitled to the benefits thereof. The Original Mortgage, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. A. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, thereof (excluding Excepted Property and subject to permitted encumbrances, prepaid liens and Prior liens (each Permitted Liens as defined in the Mortgagetherein defined), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 80,000,000 aggregate principal amount of its 4.03% First Mortgage Bonds, 4.27% due 2024, Series due 2044 2014A (as amended, restated or otherwise modified from time to time and including any such bonds issued in substitution therefor pursuant to the Indenture, the “Bonds”) to ). The Bonds will be issued under and secured by that certain First Mortgage Indenture of Mortgage and Deed of Trust, dated as of September 1March 23, 1944 2009 (the “Original MortgageIndenture”), between from the Company, The Bank of New York Mellon Trust Companyas grantor, N.A. to Union Bank, N.A., as trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be previously amended and supplemented by the Fortieth a First Supplemental Indenture dated as of March 23, 2009, a Second Supplemental Indenture, dated as of March 25, 2009, a Third Supplemental Indenture, dated as of April 30, 2009, as amended by a First Amendment, dated as of December 16, 2010, a Fourth Supplemental Indenture dated as of September 30, 2011 and a Fifth Supplemental Indenture, dated as of April 3, 2013, each such supplemental indenture being between the Closing Company and the Trustee, and to be further supplemented by the Sixth Supplemental Indenture (such Sixth Supplemental Indenture being referred to herein as the “Supplemental IndentureSupplement”)) which will be substantially in the form set out in Schedule C, with such changes therein, if any, as shall be approved by the Purchasers and entitled to the benefits thereofCompany. The Original MortgageIndenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indentureaforementioned five supplemental indentures and the Supplement, and as may be further supplemented and or amended in the futureaccording to its terms, is hereinafter referred to as the “Mortgage.” The Supplemental Indenture, including the form of the Bonds, shall be in the form set out in Exhibit 1. The Mortgage creates and will create a first mortgage Lien on and a first security interest in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except (i) excepted property (as defined in the Mortgage) and (ii) such property as may have been released from the Lien thereof in accordance with the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references A. Terms used herein by not defined herein shall have the meanings set forth in the Indenture unless otherwise specified. References to a “Schedule” or an “Exhibit” are references to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Bonds. The Company will authorize the issue and sale of $60,000,000 100,000,000 aggregate principal amount of its 6.00% First Mortgage Bonds, 4.27% Series No. 10 due 2044 September 15, 2053 (the “Bonds”) ). The Bonds are to be issued under and secured by that certain Indenture of Mortgage and Deed of Trustthe Company’s Indenture, dated as of September August 1, 1944 2011, from the Company to U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Original MortgageTrustee”) (such Indenture being hereinafter referred to as the “Base Indenture”), between the Company, The Bank of New York Mellon Trust Company, N.A. (the “Principal Trustee”) as previously amended and UMB Bank & Trust, N.A (with the Principal Trustee, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by a supplemental indenture relating to the Fortieth Supplemental Indenture, dated as of the Closing Bonds (the “Supplemental Indenture”), ) (such Indenture as previously amended and entitled as to the benefits thereof. The Original Mortgage, as heretofore be so amended and supplemented and amended including, without limitation, by the Supplemental Indenture, and as may be supplemented and amended in the future, is Indenture being hereinafter referred to as the “Mortgage.” Indenture”). The Supplemental Indenture, including the form of the Bonds, Indenture shall be substantially in the form set out in Exhibit 1A hereto, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. The Mortgage creates term “Bonds” shall include any such Bonds of the same series issued in substitution therefor pursuant to the terms and will create a first mortgage Lien on and a first security interest provisions of the Indenture. The Bonds shall be substantially in the property of the Company described therein as being subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined form set out in the Mortgage)Supplemental Indenture, and except (i) excepted property (as defined in the Mortgage) and (ii) with such property changes therefrom, if any, as may have been released from be approved by the Lien thereof in accordance with Purchasers and the terms thereof (such property which at such time is subject to the Lien of the Mortgage being hereinafter referred to as the “Mortgaged Property”)Company. Certain capitalized and other terms used herein shall have the meaning ascribed to such terms in this Agreement are the Indenture unless otherwise defined in Schedule BA to this Agreement or the context hereof shall otherwise require; and references to a “Schedule” or an “Exhibit” are are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specifiedAgreement.