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 Company Parties as of September 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the Company Parties 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. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties as of September 30December 15, 2015 2011 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Company, and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the Company Parties 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 that secures Indebtednessnot permitted by Section 10.5. (c) None of the The Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereintherein and except for intercompany Indebtedness, Schedule 5.15 2 hereto sets forth a complete and correct list of all outstanding material Indebtedness of the Company Parties Parent and its Subsidiaries as of September 30June 1, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2016, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries. No Company Party Neither the Parent nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Parent or its Subsidiaries, and no event or condition exists with respect to any Indebtedness of the Company Parties that Parent or any Subsidiary, that, in each case, (i) has existed for such period of time as would permit (or that with notice or after the lapse giving of timeappropriate notice, or both, would permitif required) 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 and (ii) would reasonably be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 5.152, none of neither the Company Parties Parent nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.2. (c) None of Neither the Company Parties Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyParent or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except the Bank Credit Agreement and as disclosed otherwise specifically indicated in Schedule 5.152.

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 Company Parties and its Restricted Subsidiaries in a principal amount of $10,000,000 or greater as of September 30, 2015 2011 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty Obligations thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. No Neither the Company Party nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Restricted Subsidiary that is outstanding in an aggregate principal amount of greater than $1,000,000, and no event or condition exists with respect to any such Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.3. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties and its Subsidiaries (other than Indebtedness which does not exceed $5,000,000 in the aggregate and any surety, guaranty or other similar arrangements entered into in the ordinary course of business and not in respect of any borrowed money Indebtedness) as of September June 30, 2015 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof), if any) since which date to the date hereof there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, and no event or condition exists with respect to any Indebtedness of the Company Parties or any Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, 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, none of neither the Company Parties nor any Material 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties and its Subsidiaries as of September 30January 3, 2015 2010 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 Guaranties Guaranty thereof, if any), since which date (i) to the Execution Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Subsidiaries and (ii) to the Closing Date, there has there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and no event or condition exists with respect to any such Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties Parent and its Subsidiaries as of September 30August 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2007, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries. No Company Party Neither the Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Company Party Parent or any Subsidiary and no event or condition exists with respect to any Material Indebtedness of the Company Parties Parent or any 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, none of neither the Company Parties Parent nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except Neither the Company, the Trust nor any of their respective Subsidiaries has outstanding any Indebtedness except as described thereinpermitted hereunder. Neither the Company, Schedule 5.15 sets forth a complete and correct list the Trust nor any of all outstanding Indebtedness of the Company Parties as of September 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Company, the Trust or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties Company, the Trust or any 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, none neither the Company, the Trust nor any of the Company Parties 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 that secures Indebtedness. (c) None Neither the Company, the Trust nor any of the Company Parties their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, the Trust or any of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany 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 Company Parties and its Subsidiaries (other than Indebtedness which does not exceed $5,000,000 in the aggregate and any surety, guaranty or other similar arrangements entered into in the ordinary course of business and not in respect of any borrowed money Indebtedness) as of September June 30, 2015 2009 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof), if any) since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, and no event or condition exists with respect to any Indebtedness of the Company Parties or any Subsidiary in an unpaid amount in excess of $1,000,000 in each instance or $5,000,000 in the aggregate, 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, none of neither the Company Parties nor any Material 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties MLP, the Issuer and its Subsidiaries as of September June 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2008, since which date there has been no Material change in the amountsamounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such IndebtednessIssuer or its Subsidiaries. No Company Party None of the MLP, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties MLP, the Issuer or any 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 5.1510.1, none of the Company Parties MLP, the Issuer or any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.1. (c) None of Neither the Company Parties MLP, the Issuer nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyMLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization DocumentDocuments) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyMLP, except the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as disclosed in Schedule 5.15of the date hereof among the MLP, the Issuer and EPC.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties Company, each Member, New Owner and New Operator as of September 30March 31, 2015 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any). Since March 31, since which date 2010, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company, a Member, New Owner or New Operator. No Company Party None of the Company, a Member, New Owner or New Operator is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness of the Company Party and no event or condition exists with respect to any of its Indebtedness of the Company Parties 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, none of the The Company Parties 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 that secures Indebtednessnot otherwise permitted by Section 10.5. (c) None of the The Company Parties is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15other than the 2009 Note Agreement and the RBC Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 8.15 hereto sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties and its Subsidiaries as of September 30August 24, 2015 2011 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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 5.158.15 hereto, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4 of the Note Purchase Agreement. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed specifically indicated in Schedule 5.158.15 hereto.

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 Company Parties and its Subsidiaries as of September June 30, 2015 2013 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 IndebtednessLien. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties as of September 30July 10, 2015 2014 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Company, the outstanding principal amount of which exceeds $1,000,000, and no event or condition exists with respect to any Indebtedness of the Company Parties Company, 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 paymentpayment and that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 5.15, none of the Company Parties 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 that secures Indebtednessnot permitted by Section 10.2. (c) None of Except as disclosed in Schedule 5.15, the Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties Parent and its Subsidiaries as of September November 30, 2015 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties Guaranty thereof), since which date date, except as described in Schedule 5.15, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent or its Subsidiaries except as otherwise noted on the Schedule. No Company Note Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company such Note Party or such Subsidiary with an aggregate principal amount outstanding or available for borrowing in excess of $20,000,000 and no event or condition exists with respect to any such Indebtedness of the Company Parties any Note Party or any 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 5.15permitted under this Agreement, none of the Company Parties no Note Party nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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. (c) None of the Company Parties No Note Party nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partysuch Note Party or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Companyany Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list as of March 7, 2024 of all outstanding Material Indebtedness for borrowed money of the Company Parties as and its Subsidiaries (provided that the aggregate amount of September 30all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $50,000,000). As of March 7, 2015 (including descriptions of 2024, neither the obligors and obligees, principal amounts outstanding, Company nor any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness for borrowed money of the Company Party and or such other Obligor and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company Parties or such other Obligor that would permit (or that with notice or the lapse of time, or both, would permit) have caused one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, none of 5.15 (as may be updated by the Company Parties for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on XXXXX, neither the Company nor any other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness. (c) None of Neither the Company Parties nor any other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the Company Partyor such other Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness for borrowed money of the Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on XXXXX.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 8.15 hereto sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties and its Subsidiaries as of September April 30, 2015 2010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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 5.158.15 hereto, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4 of the Note Purchase Agreement. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed specifically indicated in Schedule 5.158.15 hereto.

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 Company Parties and its Subsidiaries as of September 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2007, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties and its Subsidiaries as of September November 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2010, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties and its Subsidiaries as of September 30July 2, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2005, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.4. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Issuer and the Company Parties as of September 30March 31, 2015 2018 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Issuer or the Company. No Neither the Issuer nor the Company Party is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Issuer or the Company Party and no event or condition exists with respect to any Indebtedness of the Issuer or the Company Parties 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, none of neither the Issuer nor the Company Parties 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(other than a Mortgage Indenture) not permitted by Section 10.2. (c) None of Neither the Issuer nor the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Issuer or the Company, 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 Company Parties and its Restricted Subsidiaries as of September June 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2015, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. No Neither the Company Party nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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 5.1510.5 or as described in Section 9.7, none of neither the Company Parties nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties as of September 30March 31, 2015 2018 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the Company Parties 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 that secures Indebtedness(other than a Mortgage Indenture) not permitted by Section 10.2. (c) None of the The Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2022 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2022 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company (excluding commercial paper). No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the The Company Parties 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 that secures Indebtednessnot permitted by the Mortgage. (c) None Except for that certain Credit Agreement, dated as of February 1, 2022, among Potomac Electric Power Company, Delmarva Power & Light Company and the Company, as Borrowers, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, the Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.20 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties and its Subsidiaries as of September 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)date hereof, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessany Indebtedness of the Company or any of its Subsidiaries which exceeds $100,000, either individually or in the aggregate. No Neither the Company Party nor any of its Subsidiaries is in default and no waiver of default is currently in effect, effect in the payment of any principal or interest on any Indebtedness of the Company Party or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any such 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, none of Neither the Company Parties nor any 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 Indebtednessnot expressly permitted under Section 9.2 or 9.9. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Neither the Company Parties nor any of its Subsidiaries has outstanding any Indebtedness except as of September 30, 2015 (including descriptions of permitted by Section 10.1. Neither the obligors and obligees, principal amounts outstanding, Company nor any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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(b), none neither the Company nor any of the Company other Note Parties 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 Indebtednessnot permitted by Section 10.2. (c) None of Neither the Company Parties nor any other Note Party is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Note Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of any of the CompanyCompany and the other Note Parties, except as disclosed specifically indicated in Schedule 5.155.15(c).

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 Company Parties and its Subsidiaries outstanding as of September June 30, 2015 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.3. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyCompany or any Subsidiary, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be updated by the Company for each Closing) sets forth a complete and correct list as of February 2, 2023 of all outstanding Material Indebtedness for borrowed money of the Company Parties and its Subsidiaries (provided that the aggregate amount of all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $100,000,000) as of September 30February 2, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), 2023 since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Material Indebtedness of the Company or its Subsidiaries. No As of February 2, 2023 neither the Company Party nor any Subsidiary (other than Immaterial Subsidiaries) is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and or such Subsidiary and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the Company Parties or any Subsidiary (other than Immaterial 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, none of the Company Parties 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. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 in excess of $1,000,000 (excluding ordinary course trade or other payables) of the Trust, the Company Parties and their respective Subsidiaries as of September 30, 2015 the date of the Closing (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, if any, and Guaranty thereof, if any). Neither the Trust, the Company nor any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Trust, the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Trust, the Company Parties or any 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, none of neither the Trust, the Company Parties nor any 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 that secures Indebtednesswhich, individually or in the aggregate, is Material. (c) None of Neither the Trust, the Company Parties nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Trust, the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyTrust, the Company or any of their respective Subsidiaries, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Part A of Schedule 5.15 3.16(a) sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties such Loan Party and its Subsidiaries as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2003, since which date date, to the extent Material, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such IndebtednessLoan Party or its Subsidiaries. No Company Except as described in Part B of such Schedule, neither such Loan Party nor any 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 the Company such Loan Party or Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties any Loan Party or any of its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, none Neither such Loan Party nor any of the Company Parties 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 property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtednessother than a Permitted Lien. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties and its Restricted Subsidiaries as of September 30August 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2004, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. No Neither the Company Party nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 8.13 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties Company, ICON and their Subsidiaries as of September 30, 2015 (including descriptions the date of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)this Agreement, since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company, ICON or their Subsidiaries. No Company Party Neither the Company, ICON nor any of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Company, ICON or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties Company, ICON or any 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 5.158.13, none neither the Company, ICON nor any of the Company Parties 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 that secures IndebtednessLien. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.14 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties as of September 30, 2015 the date of this Agreement (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the The Company Parties 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 propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtednessnot permitted by Section 10.4. (c) None of the The Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization DocumentOrganizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, or the granting of Liens on any Property of the Company, except as disclosed specifically indicated in Schedule 5.155.14.

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 Company Parties and its Restricted Subsidiaries as of September 30March 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2008, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. No Neither the Company Party nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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 5.155.15 or as described in Section 9.7, none of neither the Company Parties nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties and its Subsidiaries as of September 30July 9, 2015 2007 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties and its Subsidiaries as of September 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)date hereof, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any of its Subsidiaries and no event or condition exists with respect to any Indebtedness of the Company Parties or any of its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, none of Neither the Company Parties nor any 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 property, whether now owned or hereafter acquired, to be subject to a Lien that secures IndebtednessIndebtedness not permitted by Section 10.3. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties as of September 30January 31, 2015 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the Company Parties 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 that secures Indebtednessnot permitted by Section 10.6. (c) None of the The Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 for borrowed money of the Company Parties and its Subsidiaries the outstanding principal amount of which exceeds $500,000 as of September June 30, 2015 2013 (including general descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any Subsidiary the outstanding principal amount of which exceeds $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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness Indebtedness, the outstanding principal amount of which exceeds $500,000, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness, the outstanding principal amount of which exceeds $500,000. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2019 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2019 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company (excluding commercial paper). No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the The Company Parties 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 that secures Indebtednessnot permitted by the Mortgage. (c) None Except for the Second Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings LLC, Potomac Electric Power Company, the Company Parties and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) 5.15.1. Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness that is Material of the Company Parties and its Significant Subsidiaries as of September 30March 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2024, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Significant Subsidiaries. No Neither the Company 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 such Indebtedness of the Company Party and no event or condition exists with respect to any such Indebtedness of the Company Parties 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) 5.15.2. Except as disclosed in Schedule 5.15, none of neither the Company Parties 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 Indebtednessnot permitted by Section 10.4. (c) None of 5.15.3. Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness that is Material of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties and its Subsidiaries as of September 30, 2015 2017 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guaranties Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 IndebtednessLien. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, 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 Company Parties as of September 30, 2015 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company. No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the Company Parties 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 that secures Indebtedness. (c) None of the The Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2020 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2020 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company (excluding commercial paper). No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the The Company Parties 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 that secures Indebtednessnot permitted by the Mortgage. (c) None Except for the Second Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings LLC, Potomac Electric Power Company, the Company Parties and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties and its Subsidiaries as of September 30May 25, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2001, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Subsidiaries. No Neither the Company Party nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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, none of neither the Company Parties nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.6. (c) None of the Company Parties No Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Guaranty of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed other than Spider Staging Corporation ("Spider") and Rampart Waterblast Corporation ("Rampart") which are parties to Guaranties in Schedule 5.15favor of the holders of the Notes issued under the Private Placement Agreement. On the date of the Closing, neither Spider nor Rampart transacts any business or owns any assets.

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 Company Parties Parent, the Issuer and their Subsidiaries as of September 30December 31, 2015 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Parent, the Issuer or their Subsidiaries. No Company Party None of the Parent, the Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party Parent, the Issuer or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties Parent, the Issuer or any 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, as of December 31, 2021, none of the Company Parties Parent, the Issuer nor any Subsidiary of the Parent or the Issuer has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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, 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 Liens have been incurred. (c) None of the Company Parties Parent, the Issuer nor any Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyParent, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyParent, the Issuer or any Subsidiary, except as 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 Company Parties and its Subsidiaries in an aggregate principal amount exceeding $10,000,000 as of September 30February 25, 2015 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such IndebtednessIndebtedness . No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on the Specified Credit Facility or any other Material Indebtedness and, to the knowledge of the Company Party and Company, no event or condition exists with respect to the Specified Credit Facility or any other Material Indebtedness of the Company Parties that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause the Specified Credit Facility or such Indebtedness other Material Indebtedness, as applicable, to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, none of the Company Parties 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[Reserved]. (c) None of Neither the Company Parties nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Partyor such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its charter or any other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties MLP, the Issuer and its Subsidiaries as of September 30[December 31], 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2010, since which date there has been no Material change in the amountsamounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Issuer or its Subsidiaries. No Company Party None of the MLP, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties MLP, the Issuer or any 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 5.1510.1, none of the Company Parties MLP, the Issuer or any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.1. (c) None of Neither the Company Parties MLP, the Issuer nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyMLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization DocumentDocuments) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the CompanyMLP, except as disclosed the Issuer or such Subsidiary, other than the debt agreements described in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 3.21 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties and each of the Subsidiaries as of September 30, 2015 (including descriptions the date hereof. Neither the Company nor any of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there Subsidiaries has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. No Company Party is in default defaulted and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company Party and no event or condition exists with respect to any such Indebtedness of the Company Parties 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. Neither the Company nor any of the Subsidiaries has received any notice from any Person declaring or threatening to declare any Indebtedness owed by the Company or any of the Subsidiaries to such Person due and payable prior to the stated maturity of such Indebtedness or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, none Neither the Company nor any of the Company Parties 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 Indebtednessany Encumbrances (other than Permitted Encumbrances). (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 4.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties Guarantor and its Subsidiaries as of September 30June 28, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2000, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Guarantor or its Subsidiaries. No Company Party Neither the Guarantor nor any 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 the Company Party Guarantor or any of its Subsidiaries and no event or condition exists with respect to any Indebtedness of the Company Parties Guarantor or any of its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.154.15, none neither the Guarantor nor any of the Company Parties 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 property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtednessnot permitted by Section 7.3. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Part A of Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties Guarantor and its Subsidiaries as of September January 30, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)1998, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Guarantor or its Subsidiaries. No Company Party Neither of the Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party either Obligor or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties either Obligor or any 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 Part B of Schedule 5.15, none neither of the Company Parties Obligors nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.3. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties each Credit Party and its Subsidiaries as of September 30January 20, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)1998, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of any Credit Party or any of its Subsidiaries. No Company Neither any Credit Party nor any 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 for borrowed money of the Company such Credit Party or such Subsidiary and no event or condition exists with respect to any such Indebtedness of the Company Parties any Credit Party or any 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 5.156.15, none neither any Credit Party nor any of the Company Parties 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 property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtednessnot permitted by Section 12.3. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of 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 Company Parties and its Restricted Subsidiaries as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2012, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company or its Restricted Subsidiaries. No Neither the Company Party nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party or any Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company Parties or any 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 5.1510.5 or as described in Section 9.7, none of neither the Company Parties nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien 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 Indebtednessnot permitted by Section 10.5. (c) None of the Company Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Party, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2019 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parties as of September 30December 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof)2019 prepared in accordance with GAAP, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtednessthe Indebtedness of the Company (excluding commercial paper). No The Company Party is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company Party and no event or condition exists with respect to any Indebtedness of the Company Parties 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, none of the The Company Parties 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 that secures Indebtednessnot permitted by the Mortgage. (c) None Except for that certain Second Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and the Company, as Borrowers, the various financial institutions named therein, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, the Company Parties is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company PartyCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organization Documentorganizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.