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, 3.59% Series due 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”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as amended and supplemented by 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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, 3.594.27% Series due 2030 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”), among between the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association N.A (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by that certain Forty-First the Fortieth 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 subject subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except with respect to (ai) excepted property (as defined in the Mortgage) and (bii) 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, 3.596.82% Series due 2030 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”), among ) by and between the Company, Xxxxxxx X. Xxxxxxx, as deed of trust trustee, and The Bank of New York Mellon Trust Company, N.A., a national banking association as bond trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as to be supplemented and amended and supplemented by that certain Forty-a First Supplemental Indenture, Indenture dated as of the date of 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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 has authorized the issue and sale of $60,000,000 55,000,000 aggregate principal amount of its First Mortgage Bonds, 3.596.82% Series due 2030 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”), among ) by and between the Company, Xxxxxxx X. Xxxxxxx, as deed of trust trustee, and The Bank of New York Mellon Trust Company, N.A., a national banking association as bond trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as to be supplemented and amended and supplemented by that certain Forty-a First Supplemental Indenture, Indenture dated as of the date of 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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, 3.593.94% Series due 2030 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), among the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A., a national banking association as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as previously amended and supplemented by that certain forty-seven supplemental indentures and as further supplemented by the Forty-First eighth Supplemental Indenture, Indenture dated as of the date of 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 “MortgageIndenture”. 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 50,000,000 aggregate principal amount of its First Mortgage Bonds, 3.592.37% Series due 2030 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), among the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A., a national banking association as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as previously amended and supplemented by that certain Forty-First seventeen supplemental indentures and as further supplemented by the Eighteenth Supplemental Indenture, dated as of to be executed and submitted for filing before the date of 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 “MortgageIndenture”. 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 80,000,000 aggregate principal amount of its 4.03% First Mortgage Bonds, 3.59% due 2024, Series due 2030 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”), among from the Company, The Bank of New York Mellon Trust Companyas grantor, to Union Bank, N.A., a national banking association as trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as previously amended and supplemented by that certain Forty-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 date of 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 “MortgageIndenture”. 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 88,000,000 aggregate principal amount of its First Mortgage Bonds, 3.593.58% Series due 2030 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”), among between the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association N.A (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as to be amended and supplemented by that certain Fortythe Thirty-First Eighth Supplemental Indenture, dated as of the date of 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 subject subjected to the Lien thereof, subject to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage), and except with respect to (ai) excepted property (as defined in the Mortgage) and (bii) 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 $60,000,000 100,000,000 aggregate principal amount of its 2.82% First Mortgage Bonds, 3.59% Series due 2030 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”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as previously amended and as to be amended and supplemented by that certain Forty-First Supplemental Indenture, dated as of a supplemental indenture relating to the date of 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 “MortgageIndenture”). 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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, 3.593.79% Series due 2030 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), among the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A., a national banking association as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as previously amended and supplemented by that certain Forty-First six supplemental indentures and as further supplemented by the Forty-seventh Supplemental Indenture, Indenture dated as of the date of 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 “MortgageIndenture”. 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 (i) $60,000,000 100,000,000 aggregate principal amount of its 4.98% First Mortgage Bonds, 3.59Series 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 2030 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”), among ) between the Company, The Company and Deutsche Bank of New York Mellon Trust Company Americas (formerly known as Bankers Trust Company, N.A., a national banking association ) (the “Principal Trustee”) and UMB Bank & Trust, 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 that certain Forty-First Supplemental Indenture, dated as of a supplemental indenture relating to the date of 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 “MortgageIndenture”). 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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 (a) 2013A Bonds in the issue and sale of $60,000,000 aggregate principal amount of its First Mortgage Bonds, 3.59% Series due 2030 ($ and 2013B Bonds in the “Bonds”) aggregate principal amount of $ are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Health and Safety Code and the Act. The Bonds shall be designated the “Successor Agency to the Xxxxxx Xxxx Redevelopment Agency, Refunding Revenue Bonds, Series 2013A” and the “Successor Agency to the Xxxxxx Xxxx Redevelopment Agency, Refunding Revenue Bonds, Series 2013B (Taxable),” respectively. This Indenture constitutes a continuing agreement with the Trustee for the benefit of the Owners of all of the Bonds of each Series hereunder and then Outstanding to secure the full payment of the principal of and interest or redemption premium (if any) on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. In connection with the refunding of the Prior Bonds, Section 3.2 hereof provides for the deposit of a portion of the proceeds of the Bonds in the Escrow Fund, which together with other moneys held under the Prior Indenture, will be used to refund the Prior Bonds and defease the Prior Indenture. Upon delivery of the Bonds hereunder, such sums are to be deposited and to be used as provided in this Indenture and the Escrow Agreement. (b) The Bonds shall be and are special obligations of the Successor Agency and are secured by that certain Indenture an irrevocable pledge of, and are payable as to principal, interest and premium, if any, from Pledged Tax Revenues and other funds as hereinafter provided. Upon receipt by the Trustee in the then-current Bond Year of Mortgage all amounts required to be deposited in the funds and Deed accounts pursuant to this Indenture, any remaining Pledged Tax Revenues held by the County-Auditor Controller shall be released from the lien of Trustthis Indenture. The Bonds, dated as interest and premium, if any, thereon are not a debt of September 1, 1944 (the “Original Mortgage”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectivelyCity, the “Trustees,” and individuallyCounty, a “Trustee”), as amended and supplemented by that certain Forty-First Supplemental Indenture, dated as the State or any of its political subdivisions (except the date of Closing (the “Supplemental Indenture”Successor Agency), and entitled none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable from any funds or properties other than those set forth in this Indenture. Neither the members of the Successor Agency Board, the Oversight Board, the County, the Board of Supervisors of the County nor any persons executing the Bonds is liable personally on the Bonds. (a) the payment of the Bonds from the proceeds of refunding bonds issued pursuant to this Indenture, the Health and Safety Code and the Act, as applicable, or (b) the payment of the Bonds from any legally available funds. The Successor Agency shall have the right to defease the Bonds and be discharged from the lien of this Indenture in accordance with the provision of Section 9.3 hereof. If the Successor Agency shall cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, to the benefits thereof. The Original MortgageOwners the principal of, as heretofore supplemented premium, if any, and amended interest to become due on the Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Indenture or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a fiscal agent or otherwise, moneys sufficient therefor, including, but not limited to, interest earned or to be earned on the investment of such funds, then the lien of this Indenture, including, without limitation, by the Supplemental Indenturepledge of the Pledged Tax Revenues, and all other rights granted hereby, shall cease, terminate and become void and be discharged and satisfied, and the principal of, premium, if any, and interest on the Bonds shall no longer be deemed to be outstanding and unpaid; provided, however, that nothing in this Indenture shall require the deposit of more than such amount as may be supplemented sufficient, taking into account both the principal amount of such funds and amended in the futureinterest to become due on the investment thereof, is hereinafter referred to as the “Mortgage”. The Supplemental Indenture, including the form implement any refunding 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 $60,000,000 100,000,000 aggregate principal amount of its 6.00% First Mortgage Bonds, 3.59% Series No. 10 due 2030 September 15, 2053 (the “Bonds”) ). The Bonds are 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”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as amended and supplemented by that certain Forty-First Supplemental ’s Indenture, dated as of August 1, 2011, from the date of Closing Company to U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) (such Indenture being hereinafter referred to as the “Base Indenture”), as previously amended and as to be amended and supplemented by a supplemental indenture relating to the 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 “MortgageIndenture”). 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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 $60,000,000 125,000,000 aggregate principal amount of its 5.30% First Mortgage Bonds, 3.59% Series due 2030 June 15, 2053 (the “Bonds”) ). The Bonds are 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”), among the Company, The Bank of New York Mellon ’s Supplemental and Restated Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as amended and supplemented by that certain Forty-First Supplemental Indenture, dated as of March 1, 1991, from the date of Closing Company to U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”) (such Trust Indenture being hereinafter referred to as the “Base Indenture”), as previously amended and as to be amended and supplemented by a supplemental indenture relating to the 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 “MortgageIndenture”). 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 subject 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 with respect to (a) excepted property (as defined in the Mortgage) and (b) 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. 1. There is hereby created and established under this Indenture one issue of revenue bonds of the Authority, limited to $126,300,000 in aggregate principal amount, of “Facilities Revenue Bonds, Series 2005A (Consolidated Edison Company of New York, Inc. Project)”. In order to distinguish between Bonds which are subject to different interest rate determination methods and other features and to distinguish the portion of the Bonds to be offered or remarketed by any particular Remarketing Agent, the Bonds may be designated and redesignated from time to time by the Authority in such a way as to identify one or more subseries of the Bonds. Such subseries may be designated as subseries A-1, subseries A-2, or subseries A-3, as the case may be, or may be further redesignated as subseries A-1-1, subseries A-2-1, or subseries A-3-1, as the case may be, and so forth. Each Bond shall bear upon the face thereof such designation or redesignation, if any. In the event any series of Bonds is designated as one or more subseries, all references to a series of the Bonds in this Indenture shall refer to each such subseries unless the context otherwise requires. The Company will authorize Bonds, upon original issuance, shall be issued in three separate subseries designated as “2005A-1” in the issue and sale principal amount of $60,000,000 42,100,000 (the “Series 2005A-1 Bonds”), “2005A-2” in the principal amount of $42,100,000 (the “Series 2005A-2 Bonds”) and “2005A-3” in the principal amount of $42,100,000 (the “Series 2005A-3 Bonds”). 2. The Bonds shall be secured by the Trust Estate. The lien, pledge, charge and assignment of the Trust Estate created hereby shall be valid and binding from the time of the effectiveness of this Indenture, as set forth in Section 17.11, and the Note Payments made under the Note and the Participation Agreement shall be immediately subject thereto upon receipt by the Trustee. 3. The Bonds are limited obligations of the Authority payable solely from payments to be made by the Company pursuant to the Note and the Participation Agreement and the other moneys, rights and properties pledged hereunder including the proceeds of the Support Facility, if any, hereafter obtained with respect thereto and secured by a pledge from the Authority to the Trustee of the Participation Agreement and the Note. The Bonds shall not be a debt of the State of New York, and the State of New York shall not be liable thereon. 4. The covenants and agreements herein set forth to be performed by the Authority shall be for the benefit, security and protection of any Holder of the Bonds. 5. Neither the Trustee nor any Holder of the Bonds shall be required to see that the moneys derived from such Bonds are applied to the purpose or purposes for which such Bonds are issued. 6. The Bonds shall be issued under this Indenture for the purpose of paying a portion of the redemption price of the Prior Bonds. 7. The Bonds bearing a Commercial Paper Rate, a Daily Rate, a Weekly Rate or a Monthly Rate shall be fully registered Bonds in the denomination of $100,000 or any integral multiple thereof. The Bonds bearing an Auction Rate shall be fully registered Bonds in the denomination of $25,000 or any integral multiple thereof. The Bonds bearing a Semi-annual Rate, a Term Rate or a Fixed Rate shall be fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. 8. The Bonds shall be numbered consecutively from “2005A- [insert “1, 2 or 3”, as appropriate]-1” upwards as issued, or as otherwise provided by the Registrar and Paying Agent. If the Bonds are redesignated to identify one or more additional subseries, the Bonds shall be numbered in accordance with their subseries designation. The Bonds shall mature on the Stated Maturity. 9. The Bonds shall be initially issued in fully registered form, without coupons, and dated their date of first authentication and delivery. 10. Upon any partial Change in the Interest Rate Mode for a subseries of Bonds from an Auction Rate for an Auction Rate Period, there shall be Outstanding an aggregate principal amount of its First Mortgage Bonds, 3.59% Series due 2030 (the “Bonds”) to be issued under not less than $10,000,000 of Auction Rate Bonds for such subseries and secured by that certain Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (the “Original Mortgage”), among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “Trustee”), as amended and supplemented by 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 applicable denominations set forth 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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 specified2.02.7.

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, 3.593.64% Series due 2030 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), among the Companyas grantor, to The Bank of New York Mellon Trust Company, N.A., a national banking association as successor trustee (the “Principal Trustee”) and UMB Bank & Trust, N.A., a national banking association (and together with the Principal Trustee, collectively, the “Trustees,” and individually, a “TrusteeOriginal Indenture”), as previously amended and supplemented by that certain forty‑eight supplemental indentures and as further supplemented by the Forty-First ninth Supplemental Indenture, Indenture dated as of the date of 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 “MortgageIndenture”. 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 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 (a) excepted property (as defined in the Mortgage) and (b) 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.