Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2013 (including descriptions of the obligors and obligees, principal amounts amount outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries 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 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 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company or the Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2010 (including descriptions except Indebtedness between the Guarantor or any of the obligors and obligees, principal amounts outstanding, any collateral therefor its Subsidiaries and any Guarantees thereof, but excluding any intercompany Indebtednessother Subsidiary), since which date, up to and including the date of the Closing, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Neither Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary 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 5.15, no neither Obligor 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 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 10.510.3. (c) No Neither Obligor nor any Significant Subsidiary Guarantor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant SubsidiarySubsidiary Guarantor, any agreement relating thereto or any other agreement (including 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 such ObligorObligor under this Agreement or the Notes or of such Subsidiary Guarantor under its respective Subsidiary Guarantee, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2015 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and general description of the collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest ratesrate, index or formula, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries and (ii) all agreements providing for committed financing facilities (subject to the terms and conditions specified therein) to the Parent Guarantor or its Subsidiaries as of the date of Closing. No Neither any Obligor 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 such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor 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 5.15, no neither any Obligor 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 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 10.510.6. (c) No Neither any Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2014 (including descriptions of the obligors and obligeesobligors, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 the Material Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor 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 Material Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness not permitted by the Mortgage 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 not permitted by Section 10.5the Mortgage. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in Schedule 5.155.15 or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2013 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor as of December 31, 2013, none of the Parent, the Issuer 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 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 that secures Indebtedness, 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 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the Parent Guarantor Company and its Significant Subsidiaries as of March 31[ ], 2018 2015 (including descriptions of the obligors and obligeesobligors, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 the Material Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor .. 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 Material Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness not permitted by the Mortgage 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 not permitted by Section 10.5the Mortgage. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in Schedule 5.155.15 or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Transaction Parties and its Significant their Subsidiaries (other than Indebtedness owing to each other) as of March 31February 28, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor any Transaction Party or its Significant Subsidiaries. No Obligor Neither any Transaction Party 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 such Obligor Transaction Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Transaction Party or any Significant Subsidiary 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 5.15, no Obligor neither any Transaction Party 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 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 10.5that secures Indebtedness. (c) No Obligor Neither any Transaction Party nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Transaction Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Transaction Party, except for this Agreement, the Credit Agreement and as otherwise disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2017 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 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 provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31, 2018 the date set forth therein (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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. (ba) Except as disclosed in Schedule 5.155.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder), no Obligor 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 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 10.5that secures Indebtedness. (cb) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or Roanoke Gas Company Private Shelf Agreement otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries for borrowed money as of March 31, 2018 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 descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth in Schedule 5.15 does not exceed $10,000,000. 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor 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 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 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither Constituent Company or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Company and its Significant Subsidiaries as of March 31April 19, 2018 2022 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amountsamounts (other than changes in line of credit balances arising in the ordinary course of business of the Company), interest rates (other than with respect to variable interest rates and changes in the underlying index rates), sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor None of the Parent, the Company nor any Significant 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 such Obligor the Parent, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Company or any Significant Subsidiary 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 provided in the agreements and documents related to Indebtedness described in Schedule 5.15, no Obligor and except to the extent permitted under Section 10.5, none of the Parent, 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 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 10.5that secures Indebtedness. (c) No Obligor None of the Parent, the Company nor any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent or Company, except as disclosed referred to in Schedule 5.15, and except to the extent permitted under Section 10.5.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31February 29, 2018 2012 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary 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 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 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company or the Parent Guarantor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of Neither the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Company nor any Significant of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 10.3. 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists on the date of this Agreement (with respect to the making of this representation at the time of the signing of this Agreement) or on the Closing Day with respect to the issuance of any Notes (in the case of the making of this representation on such Closing Day) with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary the outstanding principal amount of which (a) individually exceeds $10,000,000, or (b) in the aggregate exceeds $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. payment (bother than (i) Except secured Indebtedness that becomes due as disclosed in Schedule 5.15a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, no Obligor nor (ii) 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 Indebtedness that becomes due as a Lien that secures Indebtedness or to cause or permit in the future (upon the happening result of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not refinancing thereof permitted by Section 10.5. 10.1, (ciii) No Obligor nor any Significant Subsidiary reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms, (iv) any such Indebtedness that is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, and (v) any redemption, conversion or settlement of any such Indebtedness that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement results from a party todefault thereunder or an event of a type that constitutes an Event of Default, so long as, in any case described in clauses (i) through (v), the Company is not in default with respect to its obligations to make payment of such Indebtedness or reimbursement obligation when due (within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect to such Indebtedness, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15reimbursement obligation).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and general description of the collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest ratesrate, index or formula, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries and (ii) all agreements providing for committed financing facilities (subject to the terms and conditions specified therein) to the Parent Guarantor or its Subsidiaries as of the date of Closing. No Neither any Obligor 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 such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor 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 5.15, no neither any Obligor 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 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 10.510.6. (c) No Neither any Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March 31, 2018 2016 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor nor none of the Parent, the Issuer or 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 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 10.5that secures Indebtedness. (c) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts amount outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary 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 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 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company or the Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 2016 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor nor none of the Parent, the Issuer or 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 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 10.5that secures Indebtedness. (c) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2020 (including descriptions of the obligors and obligeesthe original lender (or, if applicable, administrative agent) therefor, principal amounts outstanding, whether or not secured and a description of any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amountsamounts (other than changes in line of credit balances arising in the ordinary course of business of the Company), interest rates (other than with respect to variable interest rates and changes in the underlying index rates), sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries, except as otherwise disclosed in the Company’s filings with the SEC or otherwise in writing to the Purchasers. No Obligor 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 provided in the agreements and documents related to Indebtedness described in Schedule 5.15, no Obligor 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 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 that secures Indebtedness, except for any secured Indebtedness incurred after the Execution Date that is not permitted prohibited by Section 10.5the covenants in this Agreement, and, in the case of any such Indebtedness in a principal amount that is Material, is disclosed in the Company’s filings with the SEC or otherwise in writing to the Purchasers. (c) No Obligor As of the Execution Date, neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15. As of the date of Closing, neither the Company nor any Subsidiary has entered into any instrument evidencing Indebtedness or any other agreement since the Execution Date that would be breached or violated by the incurrence of the Indebtedness hereunder or under the Notes.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2006, which individually has an outstanding principal amount in excess of $500,000 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since from which date to the Closing Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or the incurrence of any additional Indebtedness with an aggregate principal amount in excess of $500,000, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecured. No Obligor From June 30, 2006 to the Closing Date, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in the aggregate principal amount of $25,000,000. As of the Closing Date, 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 such Indebtedness of such Obligor the Company or such Significant Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary Subsidiary, 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. As of June 30, 2006 the aggregate amount of all other Indebtedness of the Company and its Subsidiary Guarantors did not exceed $2,000,000. (b) Except as disclosed in on Schedule 5.15, no Obligor as of the Closing Date 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 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 10.57.03. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2020, 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of June 30, 2020, 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 such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.155.15 (as may be updated by the Company prior to the Second Closing Date), no Obligor 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company prior to the Second Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March December 31, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant 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 such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their 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 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their 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 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 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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. (ba) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or 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 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 10.5that secures Indebtedness. (cb) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March October 31, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary any of their respective Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of 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 5.155.15 or with respect to any Permitted Liens, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of Xxxxxx REIT, the Parent Guarantor Company and its Significant Subsidiaries each Subsidiary as of March 31September 30, 2018 2015 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereofGuaranties thereof (other than Guaranties of customary exceptions for fraud, but excluding any intercompany Indebtednessmisapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of Xxxxxx REIT, the Parent Guarantor Company or its Significant Subsidiariesany Subsidiary. No Obligor Neither Xxxxxx REIT, 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 such Obligor Xxxxxx XXXX, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Xxxxxx REIT, the Company or any Significant Subsidiary 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 5.15, no Obligor neither Xxxxxx REIT, the Company nor any Significant Subsidiary has agreed or consented to cause or permit permit, at any time after the Execution Date, any of its property, whether now owned or hereafter acquired, to be subject to a 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 10.5this Agreement. (c) No Obligor Neither Xxxxxx REIT, the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Xxxxxx REIT, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such ObligorXxxxxx REIT or the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of , 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 such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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. . [FORM OF SERIES NOTE] [ ]% SERIES _____ SENIOR NOTE DUE [ , ] No. [ ] [Date] $[ ] PPN[ ] FOR VALUE RECEIVED, the undersigned, [SILVER POINT SPECIALTY CREDIT FUND, L.P. (herein called the “Company”), a limited partnership organized and existing under the laws of the State of Delaware,] [TO BE UPDATED AS NECESSARY FOLLOWING BDC CONVERSION] hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (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 [ ]% per annum, as may be adjusted in accordance with Section 1.2 of the Master Note Purchase Agreement (as hereinafter defined), from the date hereof, payable semiannually, on the [ ] day of [ ] and [ ] in each year, commencing with the [ ] or [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) Except 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 Make-Whole Amount or Prepayment Settlement Amount, at a rate per annum from time to time equal to the Default Rate (as disclosed defined in Schedule 5.15the hereinafter defined Master Note Purchase Agreement), no Obligor nor payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Significant Subsidiary has agreed Make-Whole Amount or consented Prepayment Settlement Amount with respect to cause this Note are to be made in lawful money of the United States of America at [ ] or permit at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Master Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Master Note Purchase Agreement, dated November 4, 2021] (as from time to time amended, the “Master Note Purchase Agreement”), among the Company the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Master Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Master Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its property, whether now owned or hereafter acquiredacceptance hereof, to be subject have (i) agreed to a Lien the confidentiality provisions set forth in Section 20 of the Master Note Purchase Agreement, (ii) made the representation set forth in Section 6.2 of the Master Note Purchase Agreement and (iii) agreed that secures Indebtedness any transfer or to cause or permit in the future (upon the happening other disposition 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 10.5. (c) No Obligor nor any Significant Subsidiary this Note is a party to, or otherwise subject to the terms and conditions contained in the Master Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Master Note Purchase Agreement. This Note is a registered Note and, as provided in the Master 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 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 in the register maintained by the Company as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any provision contained innotice to the contrary. This Note and the holder hereof are entitled equally and ratably with the holders of all of the Notes to the rights and benefits provided pursuant to the terms and provisions of each Subsidiary Guarantee (as such term is defined in the Master Note Purchase Agreement), if any. Reference is hereby made to the foregoing for a statement of the nature and extent of the benefits for the Notes afforded thereby and the rights of the holders of the Notes. This Note is subject to [mandatory] [optional] prepayment, in whole or from time to time in part, at the times and on the terms specified in the Master Note Purchase Agreement, but not otherwise. 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 instrument evidencing Indebtedness applicable Make-Whole Amount) and with the effect provided in the Master 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 Obligor or State that would permit application of the laws of a jurisdiction other than such Significant SubsidiaryState. SILVER POINT SPECIALTY CREDIT FUND, any agreement relating thereto or any other agreement L.P. BY: SILVER POINT SPECIALTY CREDIT FUND GP, LLC By: Name: Title: SILVER POINT SPECIALTY CREDIT FUND, L.P. INFORMATION RELATING TO PURCHASERS PRINCIPAL AMOUNT AND TRANCHE OF NAME AND ADDRESS OF PURCHASER SERIES 2021A SENIOR NOTES TO BE PURCHASED TRANCHE A TRANCHE B EQUITABLE FINANCIAL LIFE INSURANCE COMPANY $ 5,000,000 $ 0 0000 XXX Xxxxx Suite 150, ME.431 Charlotte, North Carolina 28262 Account (including its charter or any other organizational document) which limits the amount ofs): Equitable Financial Life Insurance Company IRS Employer Identification Number: 00-000-0000 Equitable Financial Life Insurance Company 0000 XXX Xx. Suite 150, or otherwise imposes restrictions on the incurring ofME.431 Charlotte, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.North Carolina 28262 Attention: Xxx Xxxxxx Telephone Number: 000-000-0000

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2016 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary; and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 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.. Agree Limited Partnership Note Purchase Agreement (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March 31September 30, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant 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 such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their 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 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their 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 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 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. TC "Section 5.15. Existing Indebtedness; Future Liens" \f C \l "2" (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31, 2018 the Closing Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Note Parties or its Significant their Subsidiaries. No Obligor Neither any Note Party 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 such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Note Party or any Significant Subsidiary 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 5.15, no Obligor neither any Note Party 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 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 10.5that secures Indebtedness. (c) No Obligor Neither any Note Party nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries for borrowed money as of March 31, 2018 the applicable Closing Day (and after giving effect to the incurrence and repayment of Indebtedness occurring on the relevant Closing Day) the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of the relevant Closing Day not set forth in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) does not exceed $10,000,000. 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.155.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, no Obligor provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) as of the applicable Closing Day, neither the Company nor any Significant 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 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 10.5that secures Indebtedness. (c) No Obligor As of the applicable Closing Day, neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, provided that either (x) any such limitations or restrictions contained in any such instrument or agreement disclosed in such update are not more restrictive than the corresponding limitations and restrictions on Indebtedness set forth in this Agreement or (y) any such update shall otherwise be reasonably acceptable to the Required Holders).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries as of March 31January 1, 2018 2017 in an aggregate outstanding amount of at least $10,000,000 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Issuer or its Significant Subsidiaries. No Obligor Neither the Parent Issuer 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 such Obligor the Parent Issuer or such Significant 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 any Obligor the Parent Issuer or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Issuer 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 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 10.510.4. (c) No Obligor Neither the Parent Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Issuer, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March 31, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor as of Xxxxx 00, 0000, xxxx of the Parent, the Issuer nor any Significant 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 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 that secures Indebtedness, 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 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note American Assets Trust, L.P. Note Purchase Agreement Parties and its Significant their Subsidiaries as of March 31June 30, 2018 2017 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties 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 any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary 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 5.15, no Obligor neither the Note Parties nor any Significant 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 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 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of September 30, 2022, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 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 descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted 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. No Obligor Neither the Company nor any Significant 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 such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $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 5.15, no Obligor neither the Company nor any Significant 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 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 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed 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 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2017 (including descriptions of the obligors and obligeesobligees (or any agent, trustee, or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant SubsidiariesSubsidiaries (other than Indebtedness under this Agreement and the Notes and Indebtedness represented by additional borrowings, if any, under the Bank Credit Agreement). No Obligor Neither the Parent 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 such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary 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 5.15, no Obligor neither the Parent 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorany Credit Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March December 31, 2018 2012 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31September 30, 2018 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor neither the Obligors 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 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 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinin this Agreement, Schedule 5.15 3.01(xiv) – Existing Indebtedness sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Joint Obligors and its Significant their respective Subsidiaries as of March 31, 2018 the Execution Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking fundsamortized amounts, installment payments or maturities of the Indebtedness of any Joint Obligor or any Subsidiary. Except as described in Schedule 3.01(xiv) (a) Waivers and Defaults, none of the Parent Guarantor or its Significant Subsidiaries. No Obligor Joint Obligors nor any Significant Subsidiary of their respective 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 such any Joint Obligor or such Significant any Subsidiary and no event or condition exists with respect to any Indebtedness of any Joint Obligor or any Significant Subsidiary 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 paymentpayment dates. (b) Except for Liens securing Indebtedness existing prior to the date of this Agreement as disclosed in Schedule 5.153.01(xiv) – Existing Indebtedness, no Obligor none of the Joint Obligors nor any Significant 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 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 10.5that secures Indebtedness. (c) No Obligor None of the Joint Obligors nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Joint Obligor or such Significant any Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such any Joint Obligor, except as disclosed in Schedule 5.153.01(xiv) – Existing Indebtedness.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 the Execution Date (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 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.. Essex Portfolio, L.P. Note Purchase Agreement (b) Except as disclosed provided in this Agreement and the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any as of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or the Execution Date 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 10.5an Encumbrance, which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is as of the Execution Date a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed provided in this Agreement or referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a list, which is complete and correct list in all Material respects, of all outstanding Indebtedness of the Parent Guarantor Company, the Trust and its Significant Subsidiaries which forms part of Consolidated Total Debt as of March 31June 30, 2018 2008 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company, the Trust or its Significant Subsidiaries. No Obligor nor None of the Company, the Trust or 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 such Obligor the Company, the Trust or such Significant Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of any Obligor the Company, the Trust or any Significant Subsidiary 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 5.15, no Obligor nor none of the Company, the Trust or any Significant 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 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 10.510.3. (c) No Obligor nor None of the Company, the Trust or any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company, the Trust or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, the Trust or any Restricted Subsidiary except as disclosed specifically indicated in Schedule 5.15. (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 such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of Xxxxxx REIT, the Parent Guarantor Company and its Significant Subsidiaries each Subsidiary as of March 31, 2018 2016 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereofGuaranties thereof (other than Guaranties of customary exceptions for fraud, but excluding any intercompany Indebtednessmisapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of Xxxxxx REIT, the Parent Guarantor Company or its Significant Subsidiariesany Subsidiary. No Obligor Neither Xxxxxx REIT, 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 such Obligor Xxxxxx REIT, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Xxxxxx REIT, the Company or any Significant Subsidiary 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 5.15, no Obligor neither Xxxxxx REIT, the Company nor any Significant Subsidiary has agreed or consented to cause or permit permit, at any time after the date of this Agreement, any of its property, whether now owned or hereafter acquired, to be subject to a 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 10.5this Agreement. (c) No Obligor Neither Xxxxxx REIT, the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Xxxxxx REIT, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such ObligorXxxxxx REIT or the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than intercompany Indebtedness) with an aggregate outstanding principal amount in excess of the Parent Guarantor $5,000,000 of each Obligor and its Significant Subsidiaries as of March 31November 30, 2018 2005 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor any Obligor or its Significant SubsidiariesSubsidiaries except as described in said Schedule 5.15. No Obligor 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness having an outstanding principal amount of at least $5,000,000 of any Obligor or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March August 31, 2018 2024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor 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 such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31June 30, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 the date of the Closing (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 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 provided in this Agreement and the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5.an Encumbrance, which, individually or in the aggregate, is Material. Essex Portfolio, L.P. Note Purchase Agreement (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed provided in this Agreement or referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than Indebtedness owed by the Guarantor and/or its Subsidiaries to the Guarantor and/or its Subsidiaries) as of March 31June 30, 2018 2005 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither of the Obligors 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 such either Obligor or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary Subsidiary, the outstanding principal amount of which exceeds U.S.$500,000, 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 5.15, no Obligor neither of the Obligors 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 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 10.5. (c) No Obligor Neither of the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such either Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such either Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 the Effective Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereofGuarantees, but excluding any intercompany Indebtednessin such general detail as disclosed in such Person’s public filings), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent 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 such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary 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 5.15, no Obligor neither the Parent 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, the Parent or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness (after giving pro forma effect to the use of proceeds from the Notes referred to in Section 5.14) of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding if any, and reference to any intercompany financial covenants contained in any agreement evidencing or entered into in connection with such Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Schedule 5.15 also contains a description of Indebtedness of the Issuers which will be repaid with the proceeds of the issuance of the Notes. Neither the Parent 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 such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary 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 5.15, no Obligor neither the Parent 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 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 10.510.3. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 Parent or such ObligorSubsidiary, except as disclosed specifically indicated in Schedule 5.155.15 and except for Indebtedness which will be repaid concurrently with the Closing out of the proceeds of the issuance of the Notes.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness which aggregates in excess of the Parent Guarantor $5,000,000 of each Obligor and its Significant Subsidiaries as of March 31, 2018 2008 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor any Obligor or its Significant SubsidiariesSubsidiaries except as set forth in the Disclosure Documents. No Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed specifically indicated in Schedule 5.155.15 or under the Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets Retail Properties of America, Inc. Note Purchase Agreement forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries as of March August 31, 2018 2016 (including descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Issuer or its Significant Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. No Obligor Neither the Issuer 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 Recourse Indebtedness of such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of any Obligor the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of the date of this representation, neither the Issuer nor any Significant 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 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 10.5that secures such Indebtedness. (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, the Issuer except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of ‑7‑ any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor as of December 31, 2017, none of the Parent, the Issuer nor any Significant 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 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 that secures Indebtedness, 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 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than intercompany Indebtedness) as of March 31June 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or and its Significant Subsidiaries. No Obligor Neither the Parent 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 such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary 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 5.15, no Obligor neither the Parent nor any Significant Subsidiary is a party to any instrument or agreement in respect of 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 that is prohibited hereunder 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 10.5that is prohibited hereunder that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent or the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries as of March 31February 28, 2018 2019 (including descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Issuer or its Significant Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. No Obligor Neither the Issuer 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 Recourse Indebtedness of such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of any Obligor the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of the date of this representation, neither the Issuer nor any Significant 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 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 10.5.that secures such Indebtedness. Retail Properties of America, Inc. Note Purchase Agreement (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, the Issuer except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor 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 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 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither Constituent Company or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries as of March 31April 30, 2018 2014 (including descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Issuer or its Significant Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. No Obligor Neither the Issuer 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 Recourse Indebtedness of such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of any Obligor the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of the date of this representation, neither the Issuer nor any Significant 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 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 10.5that secures such Indebtedness. (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, the Issuer except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) The Issuer has no Indebtedness except as permitted under the Indenture. (a) Except as described thereinexpressly contemplated by the Basic Documents, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there Issuer has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor nor any Significant 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 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 10.5that secures Indebtedness. (cb) No Obligor nor any Significant Subsidiary Except as expressly contemplated by the Basic Documents, the Issuer is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiarythe Issuer, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Indebtedness. (c) Other than the security interests to be granted to the Indenture Trustee under the Indenture, pursuant to the other Disclosure Documents or any other Permitted Liens, no Securitization Party shall have pledged, assigned, sold or granted as of the Closing Date a security interest in the Collateral (except for any such Obligorsecurity interest that will be released on the Closing Date). As of the Closing Date, all action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Indenture Trustee’s security interest in the Collateral in the United States will have been duly and effectively taken (as described in, and subject to any exceptions to be set forth in the Indenture). As of the Closing Date, no security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Securitization Party and listing such Person as debtor covering all or any part of the Collateral shall be on file or of record in any jurisdiction except (i) in respect of Permitted Liens, (ii) in respect of any such security interest that will be released on the Closing Date or (iii) such as disclosed may have been filed, recorded or made by such Person in Schedule 5.15favor of the Indenture Trustee on behalf of the Secured Parties in connection with the Indenture, and no such Person has authorized any such filing.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, Terreno Realty LLC Note Purchase Agreement sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (ai) Except as described therein, Schedule 5.15 3.1(m) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof) (collectively, but excluding any intercompany the “Existing Indebtedness”), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor nor lender on any Significant Subsidiary is in default and no waiver Existing Indebtedness has (1) issued an uncured letter of default is currently in effectdefault, in (2) accelerated any Indebtedness or (3) filed any foreclosure action or similar legal proceeding or otherwise exercised remedies (provided that the payment triggering of any principal or interest on any Indebtedness springing obligations pursuant to the express terms of the applicable loan documentation, such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness as implementation of any Obligor or any Significant Subsidiary that would permit (or that with notice or cash management as the lapse result of timedecreased property performance, 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 shall not be deemed an exercise of paymentremedies). (bii) Except as disclosed in Schedule 5.153.1(m), no Obligor neither the Guarantor 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 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 10.5this Agreement. (ciii) No Obligor Neither the Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing material Indebtedness of such Obligor the Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which expressly limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15either Obligor under the Notes or any other Transaction Document.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2017 or as subsequently updated pursuant to Section 4.1 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 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 provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.. Agree Limited Partnership Note Purchase Agreement

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31, 2018 2009 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor neither the Obligors 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 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 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31July 1, 2018 2019 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties 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 any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary 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 5.15, no Obligor neither the Note Parties nor any Significant 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 after the date of this representation that American Assets Trust, L.P. Note Purchase Agreement 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 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant SubsidiariesSubsidiaries except as described in the Disclosure Documents. No Obligor Neither Parent nor any Significant Parent 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 such Obligor Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Parent or any Significant Parent Subsidiary 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 5.15, no Obligor neither Parent nor any Significant Parent 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 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 that secures Indebtedness not permitted by Section 10.5. (c) No Obligor Neither Parent nor any Significant Parent Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 2.14 to this Guaranty sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)1998, 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 Parent Guarantor or and its Significant SubsidiariesSubsidiaries on a consolidated basis. No Obligor Neither the Guarantor 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 such Obligor the Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Guarantor or any Significant Subsidiary 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 financial covenants of the Guarantor in respect of any such Indebtedness that address the matters contained in Sections 4.1 and 4.2 hereof are more restrictive than the covenants contained in Sections 4.1 and 4.2 hereof. (b) Except as disclosed in said Schedule 5.152.14, no Obligor neither the Guarantor 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 that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyManaged Receivables, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness other than in connection with Securitizations of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15Managed Receivables.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.17 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Neither Obligor nor any Significant Subsidiary of its 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 such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary 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 5.155.17, no neither Obligor 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 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 10.5that secures Indebtedness. (c) No Neither Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed specifically indicated in Schedule 5.155.17. (d) No Subsidiary of either Obligor is currently a guarantor with respect to any Indebtedness under the Existing Credit Facility, and neither Obligor nor any Subsidiary of either Obligor has granted any Lien on any of its Property in favor of the administrative agent or lenders securing any Indebtedness under the Existing Credit Facility. Section 5.18.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $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 5.15, no Obligor neither the Parent Guarantor 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 that secures Indebtedness that is not permitted by Section 10.2 (other than 10.2(e)) 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 that secures Indebtedness that is not permitted by Section 10.510.2 (other than 10.2(e)). (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 2019 or as subsequently updated pursuant to Section 4.1 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 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 provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31, 2018 2017 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15 and except for amounts that may be borrowed under the Credit Agreement between the date of this Agreement and the Second Closing. No Obligor Neither the Obligors 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor neither the Obligors 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 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 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March December 31, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefore, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. No Obligor Neither of the Obligors 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 such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary 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 Existing Noteholder. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 5.15, no Obligor neither of the Obligors 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 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 10.5that secures Indebtedness. (cd) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) as of March December 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor The aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries not set forth on Schedule 5.15 does not exceed $25,000,000 (or its equivalent in the relevant currency of payment). Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 (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 5.15, no Obligor neither the Parent Guarantor 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 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 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer under this Agreement and the Notes, except as disclosed in Schedule 5.15of the Parent Guarantor under this Agreement or of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2012 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 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 provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5.an Encumbrance which, individually or in the aggregate, is Material. Mid-America Apartments, L.P. Note Purchase Agreement (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31April 28, 2018 2017 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties 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 any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary 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 5.15, no Obligor neither the Note Parties nor any Significant 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 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 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2014 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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 5.15, no Obligor as of December 31, 2014, none of the Parent, the Issuer 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 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 that secures Indebtedness, 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 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31June 30, 2018 2013 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor neither the Obligors 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 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 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31August 18, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding other than any intercompany IndebtednessGuarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guarantee have not become due and payable), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor 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 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 other than Liens permitted by Section 10.5this Agreement). (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither Constituent Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31February 29, 2018 2020 (including descriptions of the obligors and obligeesobligees (or any agent, trustee, or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant SubsidiariesSubsidiaries (other than Indebtedness under this Agreement and the Notes and Indebtedness represented by additional borrowings, if any, under the Bank Credit Agreement). No Obligor Neither the Parent 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 such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary 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 5.15, no Obligor neither the Parent 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorany Credit Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, Terreno Realty LLC Note Purchase Agreement sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 7.1 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Borrower and its Significant Subsidiaries as of March 31, 2018 the Closing Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in . Neither the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor LEGAL02/42400466v16 Borrower nor any Significant Subsidiary of its 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 any such Obligor Person individually in a committed or such Significant Subsidiary outstanding principal amount exceeding the Threshold Amount and no event or condition exists with respect to any such Indebtedness of any Obligor or any Significant Subsidiary 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 Other than as disclosed in set forth on Schedule 5.157.2, no Obligor neither the Borrower nor any Significant Subsidiary of its 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 that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyproperty or assets, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness not permitted by Section 10.57.2. (c) No Obligor As of the Closing Date, neither the Borrower nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant SubsidiaryPerson, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational documentdocument of such person) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of any such ObligorPerson, except as disclosed in Schedule 5.157.1. (d) As of the Closing Date, the Existing Credit Agreement has been terminated, all commitments of the lenders thereunder to extend credit have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts have been paid in full.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31September 30, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor None of the Note Parties nor any Significant Subsidiary of its 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 such Obligor the any Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Note Party or any Significant Subsidiary 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 5.155.15 and Liens entered into after the date of this Agreement that are permitted pursuant to this Agreement, no Obligor 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 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 10.5.that secures Indebtedness. Morningstar, Inc. Note Purchase Agreement (c) No Obligor None of the Note Parties nor any Significant Subsidiary is its Subsidiaries are a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such ObligorNote Party, except as disclosed in Schedule 5.155.15 and instruments, documents and agreements evidencing or relating to Indebtedness, and agreements related to the sale of assets, in each case not prohibited by the provisions of this Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31June 30, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 2019 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or 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 such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary 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. (ba) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or 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 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 10.5that secures Indebtedness. (cb) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Restricted Subsidiaries as of March 31, 2018 the dates set forth therein (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor or its Significant Restricted Subsidiaries. No Obligor Neither the Parent Guarantor nor any Significant 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 such Obligor the Parent Guarantor or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Restricted Subsidiary 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 5.15, no Obligor neither the Parent Guarantor nor any Significant 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 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 10.5. (c) No Obligor Neither the Parent Guarantor nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor or the Company, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this First Supplement (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) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31December 1, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2023, 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 Parent Guarantor Company or its Significant Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this First Supplement does not exceed $125,000,000) as of December 1, 2023, 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. No Obligor As of December 1, 2023, 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 such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary 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 5.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, no Obligor if applicable, any Supplement) executed and delivered in connection with such Closing), 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (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 thereinSolely with respect to the representations made on the Series A Closing Day, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 as of March 31August 25, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Issuer or its Significant Subsidiaries. No Obligor Solely with respect to the representations made on the Series A Closing Day, the outstanding principal amount of Indebtedness of the Issuer and its Subsidiaries not set forth on Schedule 5.15 hereto does not exceed $15,000,000 in the aggregate. Neither the Issuer nor any Significant Subsidiary has outstanding any Indebtedness except as permitted hereunder. Neither 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 such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer or any Significant Subsidiary 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 5.155.15 and Liens not in violation of this Agreement, no Obligor neither the Issuer 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer of the type to be evidenced by the Notes or the Subsidiary Guaranty, except as disclosed in Schedule 5.155.15 and evidencing Indebtedness not in violation of this Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 6.7 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Borrower and each of its Significant Consolidated Subsidiaries as of March 31January 25, 2018 2010 (including descriptions including, in the case of material Indebtedness, a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Borrower or its Significant Consolidated Subsidiaries, other than the repayment and refinancing of the Debt evidenced by the Existing Credit Agreement and repayment of the Senior Notes as contemplated in the Recitals hereto. No Obligor After giving effect to the transactions contemplated by the Loan Documents, neither Borrower nor any Significant 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 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 Obligor or such Significant 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 any Obligor or any Significant Subsidiary that would permit (or that such Indebtedness, which 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 5.15To Borrower’s Knowledge, no Obligor neither Borrower nor any Significant 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 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 10.59.3. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) as of March 31September 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor The aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries not set forth on Schedule 5.15 does not exceed $25,000,000 (or its equivalent in the relevant currency of payment). Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 (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 5.15, no Obligor neither the Parent Guarantor 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 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 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer under this Agreement and the Notes, except as disclosed in Schedule 5.15of the Parent Guarantor under this Agreement or of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than Indebtedness owing from the Parent Guarantor or any of its Subsidiaries to the Parent Guarantor or any such Subsidiaries) as of March 31, 2018 the date hereof (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5this Agreement. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Subsidiaries. No Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor 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 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 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 2015 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 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 provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant 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 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 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) as of March 31September 30, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor The aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries not set forth on Schedule 5.15 does not exceed $25,000,000 (or its equivalent in the relevant currency of payment). Neither the Parent Guarantor 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 such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 (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 5.15, no Obligor neither the Parent Guarantor 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 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 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer under this Agreement and the Notes, except as disclosed in Schedule 5.15of the Parent Guarantor under this Agreement or of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company, the Trust and its Significant their respective Subsidiaries as of March August 31, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Trust, the Company or its Significant their respective Subsidiaries. No Obligor Except as disclosed in Schedule 5.15, neither the Company, the Trust nor any Significant 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 such Obligor the Company, the Trust or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company, the Trust or any Significant Subsidiary of 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 5.15, no Obligor neither the Company, the Trust nor any Significant 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 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company, the Trust nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company, the Trust or such Significant Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company and the Trust, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31September 30, 2018 2012 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif 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 Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors 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 such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary 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 5.15, no Obligor neither the Obligors 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 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 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March December 31, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefore, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. No Obligor Neither of the Obligors 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 such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary 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 Existing Noteholder. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 5.15, no Obligor neither of the Obligors 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 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 10.5that secures Indebtedness. (cd) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including 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 such Obligorthe Company, except as disclosed in on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March 31, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant 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 such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their 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 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their 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 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 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March July 31, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March 31, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), 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 Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant 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 such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their 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 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their 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 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 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March December 31, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Terreno Realty LLC Agreement Note Purchase Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, 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 such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary 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 5.15, no Obligor neither the Parent Guarantor, 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 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 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31November 30, 2018 2009 (including descriptions except Indebtedness between the Guarantor or any of the obligors and obligees, principal amounts outstanding, any collateral therefor its Subsidiaries and any Guarantees thereof, but excluding any intercompany Indebtednessother Subsidiary), since which date date, up to and including the First Closing Date, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Neither Obligor 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 such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary 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 5.15, no neither Obligor 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 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 10.510.3. (c) No Neither Obligor nor any Significant Subsidiary Guarantor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant SubsidiarySubsidiary Guarantor, any agreement relating thereto or any other agreement (including 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 such ObligorObligor under this Agreement or the Notes or of such Subsidiary Guarantor under its respective Subsidiary Guarantee, except as disclosed specifically indicated in Schedule 5.15.