Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30March 31, 20132011, Schedule 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company's Form 10-K for the fiscal year ended December 31, as of June 30, 2013, Schedule 6.15 2005 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesDecember 31, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2005 prepared in accordance with GAAP, since which date there has been no Material change increase in the amounts, interest rates, sinking funds, installment payments or maturities amount of such IndebtednessIndebtedness (excluding Indebtedness issued for the purpose of refunding obligations of the issuer thereof outstanding on December 31, 2005, to the extent that the proceeds of such new Indebtedness have to date not been so applied). Neither the The Company nor any Subsidiary is not in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7the Indenture. (c) Neither Except for that certain Credit Agreement, dated as of May 5, 2005 and amended on April 11, 2006, among Pepco Holdings, Inc., Potomac Electric Power Company, Atlantic City Electric Company, the Company, the financial institutions named therein, Citicorp USA, Inc., as syndication agent, and Wachovia Bank, National Association as the administrative agent, the Company nor any Subsidiary is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryIndebtedness, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth, as of June 30December 31, 20132014, Schedule 6.15 sets forth (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary the having an outstanding principal amount in excess of which exceeds $1,000,000 20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause -9- such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 6.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 30, 2016 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent and its Subsidiaries as of December 31, 2006 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries. Neither the Company Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent or such any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Parent nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or other organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 1, 2015 (including a description of the obligors and obligeesobligors, principal amount outstanding, available financing outstanding and collateral therefortherefore, if any, and any Guaranty thereof, if any), ) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments of the Indebtedness of the Company or its Subsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement and the Security Documents have been provided to each Existing Noteholder. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (cd) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in disclosed on Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of______________ [insert last day of month immediately preceding the month of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)applicable Closing], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Supplement does not exceed $50,000,000) as of the date of the Closing. Neither As of_____________ [insert last day of month immediately preceding the month of the applicable Closing], neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on EDGAR, neither the Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Material Indebtedness. (c) Neither the Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness for borrowed money of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on EDGAR.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. No Subsidiary is a guarantor or borrower or otherwise obligated in respect of any Material Credit Facility. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of November 30, 2011 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries each Member as of December 31, 2009 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any). Except for the repayment of the “Affiliate Loan” described on Schedule 5.16, since which date September 30, 2009, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or a Member. Neither the Company nor any Subsidiary eitherany Member is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any of its Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not otherwise permitted by Section 11.710.6 of the 2009 SDTS Note Agreement. (c) Neither the The Company nor any Subsidiary is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.. ANNEX A-10

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent and its Subsidiaries as of February 28, 2015 (including a description descriptions of the obligors and obligeesobligees (or any agent, trustee, or other entity acting in a similar capacity), principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries. Neither the Company Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Parent nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Parent or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Companyany Credit Party, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinNone of the Issuer Parties has, as of June 30and has never had, 2013, Schedule 6.15 sets forth a complete and correct list of all any outstanding Indebtedness of the Company and its Subsidiaries (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effectother than Permitted Indebtedness and, in the payment case of the Guarantors, the Existing Notes being redeemed in full on the Closing Date. There are no outstanding Liens on any property of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of paymentIssuer Parties other than Permitted Liens. (b) Except as disclosed in Schedule 6.15for Permitted Liens, neither the Company nor none of Issuer Parties has, at any Subsidiary has time, agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a LienLien that secures Indebtedness, not permitted by Section 11.7except, in the case of the Guarantors, the Liens securing the Existing Notes being discharged on the Closing Date. (c) Neither Other than the Company nor any Subsidiary Basic Documents, none of the Issuer Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any of the Company or such SubsidiaryIssuer Parties, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational documentOrganizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of any of the Company, except as specifically indicated in Schedule 6.15Issuer Parties.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (excluding (1) Indebtedness owing by any Subsidiary to another Subsidiary or to the Company and (2) for the avoidance of doubt, any operating lease obligations) as of June 13, 2016 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty Obligations thereof, if any) the outstanding principal amount of which exceeds $1,500,000 (or its equivalent in other currencies), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth on Schedule 5.15 does not exceed $15,000,000 (or its equivalent in other currencies). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary the outstanding principal amount of which exceeds $10,000,000 and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent, Company and its their Subsidiaries as of June 30, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent, Company or their Subsidiaries. Neither the Parent, Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent, Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Parent, Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Parent, Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Parent, Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Parent, Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2013 (including a description descriptions of the obligors and obligees, principal amount outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantees thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither Neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter hereinafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien other than a Permitted Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of September 18, 2024 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2007 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither Neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.2. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth, as of June 30December 31, 20132018, Schedule 6.15 sets forth (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary the having an outstanding principal amount in excess of which exceeds $1,000,000 20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 6.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of January 30, 2015 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral thereforany Guaranties thereof), if any, and Guaranty thereof, if any)in an aggregate outstanding amount of at least $5,000,000, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.1510.5, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, each Member, New Owner and its Subsidiaries New Operator as of March 31, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if ANNEX A-11 any). Since March 31, since which date 2010, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company, a Member, New Owner or New Operator. Neither None of the Company nor any Subsidiary Company, aany Member, New Owner or New Operator is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any of its Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not otherwise permitted by Section 11.710.5. (c) Neither the The Company nor any Subsidiary is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15other than the 2009 Note Agreement and the RBC Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as of June 30may be updated by the Company for each Closing pursuant to any supplement (including, 2013if applicable, Schedule 6.15 any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries as of October 29, 2024 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. Neither As of October 29, 2024, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and Trinity Capital Inc. Master Note Purchase Agreement delivered in connection with such Closing), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Material Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Material Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, as Schedule 5.15 of June 30, 2013, Schedule 6.15 this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesDecember 31, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2022, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither As of December 31, 2022, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company prior to the Series 2023A Closing Date), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company prior to the Series 2023A Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of September 30, 2021 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. WhiteHorse Finance, Inc. Note Purchase Agreement (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as of June 30, 2013, Schedule 6.15 may be updated by the Company for the Second Closing and each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (including a description provided the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $50,000,000) as of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)last business day of the month immediately preceding the First Closing, since which date there has been no Material change in the amounts, interest rates, sinking BlackRock Private Credit Fund Master Note Purchase Agreement funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than changes in outstanding amounts, without change in the aggregate commitments in effect on such Indebtednessdate, or changes in “floating” interest rates). Neither As of the last business day of the month immediately preceding the First Closing, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in with respect to the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 and its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company for the Second Closing, and each Closing pursuant to any Supplement executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (excluding (x) Indebtedness owing by any Subsidiary to another Subsidiary or to the Company and (y) for the avoidance of doubt, any operating lease obligations) as of June 4, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Obligations thereof, if any) the outstanding principal amount of which exceeds $1,500,000 (or its equivalent in other currencies), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth on Schedule 5.15 does not exceed $15,000,000 (or its equivalent in other currencies). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary the outstanding principal amount of which exceeds $10,000,000 and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Lien that would require the Notes to be equally and ratably secured pursuant to Section 11.79.8. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness for borrowed money of the Company and its Subsidiaries as of March 31, 2016 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness for borrowed money of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for borrowed money of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness for borrowed money of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness for borrowed money to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted Lien that secures Indebtedness that is prohibited by Section 11.7this Agreement. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness for borrowed money of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2012 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither Neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien other than a Permitted Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness for borrowed money of the Company and its Subsidiaries in an aggregate principal amount exceeding $10,000,000 as of February 22, 2022 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the The Company nor any Subsidiary is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on the Specified Credit Facility or any other Material Indebtedness for borrowed money and, to the knowledge of the Company or such Subsidiary and Company, no event or condition exists with respect to any Indebtedness of the Company Specified Credit Facility or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 other Material Indebtedness for borrowed money that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Specified Credit Facility or such other Material Indebtedness for borrowed money, as applicable, to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7[Reserved]. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness for borrowed money of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness for borrowed money of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the Company and its Subsidiaries as of June 30, 2012 (including a description of the obligors and obligeesobligors, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date date, except as described therein, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7the Mortgage. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15 or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15(a) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Material Subsidiaries as of the Execution Date (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since except Indebtedness which date there has been no Material change individually does not exceed $5,000,000 in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessprincipal amount outstanding. Neither the Company nor any Subsidiary Guarantor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary Guarantor and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 Guarantor that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Since the Execution Date and as of the date of the Closing, no Indebtedness has been created, assumed, incurred or guaranteed in violation of Section 10 of this Agreement. (b) Except The Company and its Subsidiaries do not owe any Indebtedness to Prudential (as disclosed in Schedule 6.15defined therein) under or with respect to that certain Third Amended and Restated Master Guaranty and Intercreditor Agreement dated as of August 31, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.72007. (c) Neither the Company nor any Subsidiary Guarantor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary Guarantor, except as specifically indicated in Schedule 6.155.15(c).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries their respective Subsidiaries, on a pro‑forma basis as of August 31, 2016 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Indebtedness of the Trust, the Company or their respective Subsidiaries. Except as disclosed in Schedule 5.15, neither the Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, the Trust or such Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany and the Trust, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesJuly 16, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2019, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither As of July 16, 2019, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company from time to time), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company from time to time).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent, the Issuer and its their Subsidiaries as of December 31, 2023 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent, the Issuer or their Subsidiaries. Neither None of the Company Parent, the Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent, the Issuer or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent, the Issuer or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (b) Except as disclosed in Schedule 6.155.15, neither as of December 31, 2023, none of the Company Parent, the Issuer nor any Subsidiary of the Parent or the Issuer has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a LienLien that secures Indebtedness, not permitted and since such date there have been (i) no Material changes in such Liens or such Indebtedness and (ii) no new Material Liens or Material Indebtedness secured by Section 11.7Liens have been incurred. (c) Neither None of the Company Parent, the Issuer nor any Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Parent, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyParent, the Issuer or any Subsidiary, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2012 (including a description of the obligors and obligeesobligors, principal amount outstanding, available financing outstanding and collateral therefortherefore, if any, and any Guaranty thereof, if any), ) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments of the Indebtedness of the Company or its Subsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. Neither of the Company Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company either Obligor or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company either Obligor or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, the Note Agreements and the Security Documents have been provided to each Purchaser. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 6.155.15, neither of the Company Obligors nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (cd) Neither the Company Obligors nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in disclosed on Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries for borrowed money as of the Closing Date (and after giving effect to the incurrence and repayment of Indebtedness occurring on the Closing Date) the outstanding principal amount of which exceeds $10,000,000 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of the Closing Date not set forth in Schedule 5.15 does not exceed $10,000,000. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 as of the Closing Date, neither the Company nor any Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither As of the Closing Date, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational documentOrganizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2006 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Indebtedness of the Company nor or its Subsidiaries. No Obligor or any other Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company any Obligor or such other Subsidiary and no event or condition exists with respect to any Indebtedness of the Company any Obligor or any other Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor no Obligor or any other Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company nor No Obligor or any other Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company such Obligor or such any other Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Companyany Obligor, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $150,000,000) as of February 1, 2024 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. Neither As of February 1, 2024, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. AG Twin Brook Capital Income Fund Master Note Purchase Agreement (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Material Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Material Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this Second Supplement (as of June 30such schedule may be updated by the Company for each Closing pursuant to any supplement (including, 2013if applicable, Schedule 6.15 any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesAugust 5, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2024, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Second Supplement does not exceed $125,000,000) as of August 5, 2024, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of August 5, 2024, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.15.5.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing). THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE North Haven Private Income Fund LLC

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Significant Subsidiaries as of December 31, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Significant Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7other than a Permitted Lien. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth, as of June April 30, 20132009, Schedule 6.15 sets forth (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $10,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $10,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary the having an outstanding principal amount in excess of which exceeds $1,000,000 10,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 6.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its their respective Subsidiaries as of June 7, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Company, the Trust or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company Company, the Trust nor any Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, the Trust or such Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany and the Trust, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of (i) the Company and its Subsidiaries (including other than Xxxxxx’x and its Subsidiaries) as of September 29, 2010 and (ii) Xxxxxx’x and its Subsidiaries as of October 10, 2010 (including, in each case, a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (including, for avoidance of doubt, Xxxxxx’x and its Subsidiaries), other than the incurrence of the loans under the Bank Credit Agreement and the use of such Indebtednessloan proceeds to repay all revolving loans and other extensions of credit under the Existing Credit Agreement, each as described in Section 4.7. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 to the [Number] Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Significant Subsidiaries as of [__________] (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Significant Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 to the [Number] Supplement, neither the Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7other than a Permitted Lien. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15 to the [Number] Supplement.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2023 (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.710.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of December 2, 2017 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 13.4 hereto sets forth a complete and correct list of all outstanding Indebtedness of the Company Borrower and its Subsidiaries as of September 30, 2024 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Borrower or its Subsidiaries. Neither the Company Borrower nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Borrower or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Borrower or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.1513.4 hereto, neither the Company Borrower nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company Borrower nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Borrower or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyBorrower, except as specifically indicated disclosed in Schedule 6.1513.4 hereto.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of July 31, 2022 (including a description of the obligors and obligeesobligors, principal amount outstanding, available financing outstanding and collateral therefor, if any, and any Guaranty thereof, if any), ) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments of the Indebtedness of the Company or its Subsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such IndebtednessIndebtedness at any time prior to the date of this Agreement. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, 2015 Note Purchase Agreement and the 2022 NYL Shelf Agreement have been provided to each Purchaser. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(m), inclusive, and except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (cd) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in disclosed on Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of each Obligor and each Subsidiary of the Company and its Subsidiaries as of the date of the Closing (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company Obligor nor any Subsidiary of the Company is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company such Obligor or such Subsidiary of the Company and no event or condition exists with respect to any Indebtedness of the Company such Obligor or any Subsidiary of the outstanding principal amount of which exceeds $1,000,000 Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Obligor nor any Subsidiary of the Company has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.3. (c) Neither the Company Obligor nor any Subsidiary of the Company is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company such Obligor or such SubsidiarySubsidiary of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor or any Subsidiary of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of March 31, 2021 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 or as permitted in Section 10.6, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than (i) intercompany Indebtedness and (ii) Indebtedness with an aggregate principal amount of less than $5,000,000) of the Company and its Subsidiaries as of June 15, 2022 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness for borrowed money. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.15.5.15. The Toro Company Note Purchase Agreement

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of November 30, 2004 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.2. (c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2009 1 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.16, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.3. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.16.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2020 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational documentOrganizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except Schedule 5.15 (as described thereinmay be updated by the Company for each Closing pursuant to any supplement (including, as of June 30if applicable, 2013, Schedule 6.15 any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list as of March 15, 2023 of all outstanding Material Indebtedness for borrowed money of the Company and its Subsidiaries (including a description provided that the aggregate amount of the obligors and obligeesall Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $75,000,000). As of March 15, principal amount outstanding2023, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither neither the Company nor any Subsidiary other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company or such Subsidiary and other Obligor and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 such other Obligor that would permit (or that with notice or the lapse of time, or both, would permit) have caused one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing), neither the Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries as of the date of this Agreement (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (or, after the date of this Agreement, Liens that would otherwise be permitted by Section 10.6 of this Agreement), neither the Company nor any Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 29, 2021 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of October 19, 2016 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, each Member, New Owner and its Subsidiaries New Operator as of March 31, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if ANNEX A-11 any). Since March 31, since which date 2010, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company, a Member, New Owner or New Operator. Neither None of the Company nor any Subsidiary Company, a Member, New Owner or New Operator is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any of its Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not otherwise permitted by Section 11.710.5. (c) Neither the The Company nor any Subsidiary is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15other than the 2009 Note Agreement and the RBC Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list as of the date hereof of all outstanding Material Indebtedness for borrowed money of the Company and its Subsidiaries (including a description the other Obligors. As of the obligors and obligeesdate hereof, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither neither the Company nor any Subsidiary other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for borrowed money of the Company or such Subsidiary and other Obligor and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 such other Obligor that would permit (or that with notice or the lapse of time, or both, would permit) have caused one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15Section 5.15, neither the Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7.Lien that secures Material Indebtedness. BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT (c) Neither the Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness for borrowed money of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries Subsidiaries, other than intercompany Indebtedness, as of June 30, 2019 (including a description -9- descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date of the First Closing (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding aggregate principal amount of which exceeds $1,000,000 2,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.6. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent and its Subsidiaries as of June 30, 2007 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries. Neither the Company Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Parent or such any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parent or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Parent nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or other organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Supplement does not exceed $125,000,000) as of [ ], 20[_], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of ___________, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of December 31, 2019 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 or as permitted in Section 10.6, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Issuers and its their Subsidiaries as of December 31, 2007 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Issuers or their Subsidiaries. Neither the Company Issuer nor any Subsidiary of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company such Issuer or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company either Issuer or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Issuers nor any Subsidiary has of their Subsidiaries have agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company Issuer nor any Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company such Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Companysuch Issuer, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of September 30, 2015 (including a description descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of December 22, 2022 of all outstanding Material Indebtedness of the obligors Company and obligeesits Subsidiaries. As of December 22, principal amount outstanding2022, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and Obligor and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) have caused one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 to this Supplement, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7.Lien that secures Indebtedness. EXHIBIT A (c) Neither the Company nor any Subsidiary Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such SubsidiaryObligor, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.15.5.15 to this Supplement. EXHIBIT A EXHIBIT 1 TO FIRST SUPPLEMENT [FORM OF SERIES 2022B NOTE] THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE. OWL ROCK CAPITAL CORPORATION III 7.58% SERIES 2022B SENIOR NOTE DUE JULY 21, 2027 No. [ ] Date [ ] $[ ] PPN 69122J A#3 FOR VALUE RECEIVED, the undersigned, OWL ROCK CAPITAL CORPORATION III (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on July 21, 2027 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 7.58% per annum, as may be adjusted in accordance with Section 1.2 of the hereinafter defined Note Purchase Agreement, from the date hereof, payable semiannually, on the 21st day of January and July in each year, commencing with the January or July next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Settlement Amount (if any), at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase Agreement), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Prepayment Settlement Amount or Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the Company in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to the First Supplement, dated December 22, 2022, to the Master Note Purchase Agreement, dated July 21, 2022 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), among the Company and the Additional Purchasers named therein, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement (in the case of a transferee, to the extent required by Section 13.2 of the Note Purchase Agreement). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is a registered Note with the Company and, as provided in (and subject to the terms and conditions of) the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. OWL ROCK CAPITAL CORPORATION III By Name: Title: EXHIBIT 1 SCHEDULE 5.4 (i) Subsidiaries: SCHEDULE 5.4 (ii) Company’s Board of Directors and Senior Officers: Xxxxxx X’Xxxxxx Xxxx Xxxx Xxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of September 30, 2020 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a LienLien that secures Indebtedness. WhiteHorse Finance, not permitted by Section 11.7.Inc. Note Purchase Agreement (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date of Closing (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.6. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as of June 30, 2013, Schedule 6.15 may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (including a description provided that the aggregate amount of the obligors and obligeesall Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $500,000,000) as of October 11, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2022, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. Neither As of October 11, 2022, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as of June 30, 2013, such Schedule 6.15 5.15 may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries in an aggregate principal amount exceeding $10,000,000 as of August 3, 2020 (in the case of the Effective Date) and as of each Closing Day (as such Schedule 5.15 may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness . Neither the The Company nor any Subsidiary is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on the Specified Credit Facility or any other Material Indebtedness and, to the knowledge of the Company or such Subsidiary and Company, no event or condition exists with respect to any Indebtedness of the Company Specified Credit Facility or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 other Material Indebtedness that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause the Specified Credit Facility or such Indebtedness other Material Indebtedness, as applicable, to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7[Reserved]. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as such Schedule 5.15 may be updated by the Company from time to time pursuant to any Supplement executed and delivered in connection with any Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2015 (including a description descriptions of the obligors and obligees, principal amount outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantees thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither Neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien other than a Permitted Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of March 11, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither none of the Company nor Company, the Trust or any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither None of the Company nor Company, the Trust or any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, the Trust or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, the Trust or any Restricted Subsidiary except as specifically indicated in Schedule 6.155.15. (d) The obligations of the issuers of the Canetic Convertible Indentures and the Vault Convertible Debentures have been assumed by, and form obligations only of, the Trust.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date of Artisan Partners Holdings LP Note Purchase Agreement the Closing (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is currently in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would currently permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.3. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2018 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. No Subsidiary is a guarantor or borrower or otherwise obligated in respect of any Material Credit Facility. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 30, 2007 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.6. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of May 26, 2008 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither none of the Company nor Company, the Trust or any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither None of the Company nor Company, the Trust or any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, the Trust or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, the Trust or any Restricted Subsidiary except as specifically indicated in Schedule 6.155.15. (d) The obligations of the issuers of the Canetic Convertible Indentures and the Vault Convertible Debentures have been assumed by, and form obligations only of, the Trust.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as of June 30such schedule may be updated by the Company for each Closing pursuant to any supplement (including, 2013if applicable, Schedule 6.15 any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Company and its Subsidiaries (including a description provided that the aggregate amount of the obligors and obligeesall Indebtedness not listed on Schedule 5.15 does not exceed $125,000,000) as of August 10, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. Neither As of August 10, 2023, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7.Lien that secures Indebtedness. North Haven Private Income Fund LLC Note Purchase Agreement (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except (i) as described therein, as therein and (ii) the Indebtedness of June 30, 2013the Company and its Subsidiaries in connection with the Notes, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date hereof (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 29, 2014 in an aggregate outstanding amount of at least $10,000,000 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date (i) to the Execution Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Subsidiaries and (ii) to the Closing Date, there has there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of October 4, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.5. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date of the Closing (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is currently in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and Artisan Partners Holdings LP Note Purchase Agreement no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would currently permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.3. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as specifically indicated in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a LienLien that secures Indebtedness. Xxxxx Industries, not permitted by Section 11.7.Inc. Note Purchase Agreement (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Note Parties and its their Subsidiaries as of September 30, 2014 (including a description descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amount amounts outstanding, available financing whether or not secured and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change (except in connection with the Second Closing and Third Closing, for changes reasonably satisfactory to the Purchasers in such Second Closing or such Third Closing as the case may be) in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of any Note Party or its Subsidiaries. Neither the Company Note Parties nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company any such Note Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company any such Note Party or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company Note Parties nor any Subsidiary is a party to any Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien after the date of this representation that secures such Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures such Indebtedness. (c) Neither the Company Note Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company any such Note Party or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Companya Note Party, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesSeptember 30, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2013, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.1510.4, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15. (a) Polaris Industries Inc. Private Placement Memorandum dated October, 2013 and the Company’s SEC filings referred to therein. (b) Polaris Industries Inc. Investor Presentation slides dated October 15, 2013. (c) Polaris Industries Inc. Annual Reports on Form 10-K for the fiscal years ended December 31, 2008, 2009, 2010, 2011 and 2012 (exhibits to reports not included). (d) Polaris Industries Inc. Annual Reports to Shareholders for the fiscal years ended December 31, 2011 and 2012. (e) Polaris Industries Inc. Current Report on Form 8-K dated November 12, 2013. (f) Polaris Industries Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013. (g) Polaris Industries Inc. 2013-2014 Due Diligence Operating Review slides dated December 4, 2013. 1. Polaris Acceptance Inc. Minnesota Corporation Polaris Industries Inc. (MN) 100.00% Yes 2. Polaris Industries Inc. Delaware Corporation Polaris Industries Inc. (MN) 100.00% Yes 3. Polaris Industries Manufacturing LLC Minnesota Limited Liability Company Polaris Industries. (DE) 100.00% Yes 4. Polaris Sales Inc. Minnesota Corporation Polaris Industries Inc. (DE) 100.00% Yes 5. Polaris Direct Inc. Minnesota Corporation Polaris Sales Inc. 100.00% Yes 6. Polaris Insurance Services LLC Minnesota Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 7. Polaris Sales Europe Inc. Minnesota Corporation Polaris Sales Inc. 100.00% Yes 8. Indian Motorcycle Company Delaware Corporation Polaris Industries Inc. (DE) 100.00% Yes 9. Indian Motorcycle International, LLC Delaware Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 10. Indian Motorcycle USA LLC Delaware Limited Liability Company Indian Motorcycle International, LLC 100.00% Yes 11. Resilient Technologies LLC Wisconsin Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 12. Teton Outfitters, LLC Idaho Limited Liability Company Polaris Sales Inc. 100.00% Yes 13. Polaris Industries Holdco LP Cayman Islands Limited Partnership Polaris Sales Inc. 100.00% No 14. Polaris Industries Ltd. Manitoba, Canada Corporation Polaris Industries Inc. (DE) 100.00% No 15. Polaris Sales Australia Pty Ltd. Australia Corporation Polaris Sales Inc. 100.00% No 16. Polaris Britain Limited United Kingdom Corporation Polaris Industries Holdco LP 100.00% No 17. Polaris Scandinavia AB Sweden Corporation Polaris Britain Limited 100.00% No 18. Polaris Norway AS Norway Corporation Polaris Scandinavia AB 100.00% No 19. Polaris France France Corporation Polaris Britain Limited 100.00% No 20. Xxxxxx Industrie S.A. France Corporation Polaris France 100.00% No 21. Polaris Germany GmbH Germany GmbH Polaris Britain Limited 100.00% No 22. Polaris Sales Spain, S.L. Spain SL Polaris Britain Limited 100.00% No 23. Polaris Sales Europe Sarl Switzerland Sarl Polaris Britain Limited 100.00% No 24. swissauto powersport LLC Switzerland Sarl Polaris Sales Europe Inc. 100.00% No

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2022 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational documentOrganizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 10, 2020 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither As of June 10, 2020, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 (as may be updated by the Company from time to time), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15 (as may be updated by the Company from time to time).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries each Member as of December 31, 2009 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any). Except for the repayment of the “Affiliate Loan” described on Schedule 5.16, since which date September 30, 2009, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or a Member. Neither the Company nor any Subsidiary either Member is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any of its Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not otherwise permitted by Section 11.710.6 of the 2009 SDTS Note Agreement. (c) Neither the The Company nor any Subsidiary is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.. ANNEX A-10

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 30, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantees thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary Guarantor, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 S .16(a) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of April 20, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.16(b), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7I 0.3. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.16(c).

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries in excess of $200,000,000 as of December 29, 2017 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary in excess of $200,000,000 and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness in excess of $200,000,000 or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiarySubsidiary in excess of $200,000,000, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15C sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2022 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15C, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.15.5.15C.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of August 15, 2013 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and Guaranty any Guaranties thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational documentOrganizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 6.13 sets forth a complete and correct list of all outstanding Indebtedness of the Company and each of its Consolidated Subsidiaries as of August 18, 2009 (including including, in the case of material Indebtedness, a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Consolidated Subsidiaries. Neither After giving effect to the transactions contemplated by this Agreement and the Bank Credit Agreement, neither the Company nor any Consolidated Subsidiary is in default and no waiver of default is currently in effect, beyond any applicable notice and/or grace period in the payment of any principal or interest on any material Indebtedness of the Company nor is in default beyond any applicable notice and/or grace period under any instrument or instruments or agreements under and subject to which any such Subsidiary Indebtedness has been issued and no event has occurred and is continuing under the provisions of any such instrument or agreement, and no condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of such Indebtedness, which exceeds $1,000,000 that would permit (or that with notice or the lapse of timetime or the giving of notice, or both, would permit) permit one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15To the Company’s Knowledge, neither the Company nor any Consolidated Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.712.8. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the date of the most recent financial statements referred to in Schedule 5.5 as of the date of this Agreement or as updated in writing prior to the date of the Closing, as applicable (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15 as of the date of this Agreement, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.3. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.155.15 as of date of this Agreement.

Existing Indebtedness; Future Liens. ACTIVE 55367404v2 (a) Except as described therein, as of June 30, 2013, Schedule 6.15 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries Subsidiaries, other than intercompany Indebtedness, as of December 31, 2020 (including a description descriptions of the obligors and obligees, principal amount amounts outstanding, available financing any collateral therefor and collateral therefor, if any, and any Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.155.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated disclosed in Schedule 6.155.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company's Form 10-K for the fiscal year ended December 31, as of June 30, 2013, Schedule 6.15 2005 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its consolidated Subsidiaries (including a description as of the obligors and obligeesDecember 31, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2005 prepared in accordance with GAAP, since which date there has been no Material change increase in the amounts, interest rates, sinking funds, installment payments or maturities amount of such IndebtednessIndebtedness (excluding for purposes of the 2016 Closing, any of the 2016 Notes issued for the purpose of refunding obligations of the issuer thereof outstanding on December 31, 2005 and for purposes of the 2019 Closing, any of the 2019 Notes issued for the purpose of refunding obligations of the issuer thereof outstanding on December 31, 2005). Neither the Company nor any Subsidiary of its Designated Subsidiaries is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any such Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7the Indenture. (c) Neither Except for (i) that certain Credit Agreement, dated as of May 5, 2005 and amended on April 11, 2006, among the Company, Potomac Electric Power Company, Atlantic City Electric Company, Delmarva Power & Light Company, the financial institutions named therein, Citicorp USA, Inc., as syndication agent, and Wachovia Bank, National Association as the administrative agent, (ii) Short Term Loan Agreement, dated as of August 10, 2006, between the Company nor any Subsidiary and The Bank of Nova Scotia, and (iii) the Notes, the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryIndebtedness, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, as of June 30, 2013, Schedule 6.15 2019 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description as of the obligors and obligeesDecember 31, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any)2019 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company and its Subsidiaries (excluding commercial paper). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the The Company nor any Subsidiary has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.7the Mortgage. (c) Neither Except for the Second Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings LLC, the Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, AmericasActive:12108486.6 its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

Existing Indebtedness; Future Liens. (ai) Except as described therein, as of June 30, 2013, Schedule 6.15 5(o) sets forth a complete and correct list of all outstanding Indebtedness of the Company Company, the Trust and its Subsidiaries which forms part of Consolidated Total Debt as of November 30, 2010 (including a description of the obligors and obligees, principal amount outstanding, available financing outstanding and collateral therefor, if any, and Guaranty Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company, the Trust or its Subsidiaries. Neither None of the Company nor Company, the Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Company, the Trust or such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the Company Company, the Trust or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (bii) Except as disclosed in Schedule 6.155(o), neither none of the Company nor Company, the Trust or any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, Lien not permitted by Section 11.710.4. (ciii) Neither None of the Company nor Company, the Trust or any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, the Trust or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, the Trust or any Restricted Subsidiary except as specifically indicated in Schedule 6.155(o). (iv) The obligations of the issuers of the Canetic Convertible Indentures and the Vault Convertible Debentures have been assumed by, and form obligations only of, the Trust.