Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. Schedule 4.17 sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”). Neither the Company nor any Subsidiary of the Company is in default, and no waiver of default is currently in effect, in the payment of the principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, lapse of time or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. (a) Schedule 4.17 10.2 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after as of the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”)Date. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in Schedule 5.15 and for Permitted Liens, neither the Company nor any of its Subsidiaries Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after Lien. (c) Neither the ClosingCompany nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company.

Existing Indebtedness; Future Liens. Schedule 4.17 (a) The Company’s Form 10-K for the fiscal year ended December 31, 2022 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichas of December 31, 2022 prepared in accordance with GAAP, since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”). Neither the Company nor any Subsidiary Indebtedness of the Company (excluding commercial paper). The Company is not in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) The Company nor any of its Subsidiaries has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the Mortgage. (c) Except for that would be prohibited by this Agreement if incurred after certain Credit Agreement, dated as of February 1, 2022, among Potomac Electric Power Company, Delmarva Power & Light Company and the ClosingCompany, as Borrowers, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., 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, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company. Section 5.16.

Existing Indebtedness; Future Liens. Schedule 4.17 (a) Except as described therein, the Disclosure Letter sets forth a complete and correct list of all outstanding Indebtedness of each of the Company, Sensors & Systems, and the other Subsidiaries of the Company as of October 3, 1998, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company and or its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”)Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in the Disclosure Letter, neither the Company nor any of its Subsidiaries Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited not permitted by this Agreement if incurred after the Closing.Section 10.8. 5.16

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of ________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (provided that will be outstanding immediately after the Closing except for any such aggregate amount of all Indebtedness not so scheduled which, in the aggregate, listed on Schedule 5.15 to this Supplement does not exceed $50,000 (such scheduled and unscheduled Indebtedness125,000,000) as of [ ], 20[_], since which date there has been no Material change in the “Existing Indebtedness”)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. Neither As of ___________, neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be (other than intercompany Indebtedness) as of June 30, 2010 (including a description of the obligors and obligees, principal amount outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichand collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material increase in the aggregateamounts or change in interest rates, does not exceed $50,000 (such scheduled and unscheduled Indebtednesssinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 payment (other than the Company nor any right of its Subsidiaries has agreed or consented holders of the Company’s existing senior debentures to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closingput such Indebtedness on regularly scheduled put dates).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichas of February 28, 1998, since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in Schedule 5.15, neither the Company nor any of its Subsidiaries Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited not permitted by this Agreement if incurred after the ClosingSection 10.3.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichas of June 27, 1998, since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in Schedule 5.15, neither the Company nor any of its Subsidiaries Restricted Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited not permitted by this Agreement if incurred after the ClosingSection 10.3.

Existing Indebtedness; Future Liens. (a) Schedule 4.17 10.2 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after as of the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”)Date. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in Schedule 5.15 and for Permitted Liens, neither the Company nor any of its Subsidiaries Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after Lien. (c) Neither the Closing.Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company. 8

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries that will be outstanding immediately after as of the Closing except for date of this Agreement (including descriptions of the obligors and obligees, principal amounts outstanding, any such Indebtedness not so scheduled whichcollateral therefor and any Guarantee thereof), since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. Schedule 4.17 (a) The Company’s Form 10-K for the fiscal year ended December 31, 2023 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichas of December 31, 2023 prepared in accordance with GAAP, since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”). Neither the Company nor any Subsidiary Indebtedness of the Company (excluding commercial paper). The Company is not in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) The Company nor any of its Subsidiaries has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the Mortgage. (c) Except for that would be prohibited by this Agreement if incurred after certain Credit Agreement, dated as of February 1, 2022, among Potomac Electric Power Company, Delmarva Power & Light Company and the ClosingCompany, as Borrowers, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., 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, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company. Section 5.16.

Existing Indebtedness; Future Liens. Schedule 4.17 sets forth a complete The Company has no outstanding Indebtedness other than Indebtedness permitted under Sections 10.6(a) to (d) and correct list of all Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”10.6(f). Neither the Company nor any Subsidiary of the The Company is not in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 The Company nor any of its Subsidiaries has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited not permitted by this Agreement if incurred after Section 10.5. The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the ClosingCompany, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company other than the Financing Documents and the Material Project Documents.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be as of the date of Closing (including a description of the obligors and obligees, principal amount outstanding immediately after the Closing except for any such Indebtedness not so scheduled whichand collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 (b) Except as disclosed in Schedule 5.15, neither the Company nor any of its Subsidiaries Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assetsproperty, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited not permitted by Section 10.6. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company under this Agreement if incurred after or the ClosingNotes or of the Subsidiary Guarantors under their respective Subsidiary Guarantees, except as specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 4.17 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries that will be outstanding immediately after as of the Closing except for date of this Agreement (including descriptions of the obligors and obligees, principal amounts outstanding, any such Indebtedness not so scheduled whichcollateral therefor and any Guaranty thereof), since which date there has been no Material change in the aggregateamounts, does not exceed $50,000 (such scheduled and unscheduled Indebtednessinterest rates, sinking funds, installment payments or maturities of the “Existing Indebtedness”)Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. Schedule 4.17 4.18 sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after the Closing except for any such Indebtedness not so scheduled which, in the aggregate, does not exceed $50,000 (such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”). Neither the Company nor any Subsidiary of the Company is in default, and no waiver of default is currently in effect, in the payment of the principal of or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, lapse of time or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.

Existing Indebtedness; Future Liens. Schedule 4.17 (a) Except as described therein, SCHEDULE 5.14 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries that will be outstanding immediately after as of the Closing except for any such Indebtedness not so scheduled whichDate, since which there has been no Material change in the aggregateamounts, does not exceed $50,000 (interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries, except pursuant to incurrences of Indebtedness permitted by Section 10.03 and payments of Indebtedness made in accordance with the terms of the applicable agreements evidencing such scheduled and unscheduled Indebtedness, the “Existing Indebtedness”). Neither the Company nor any Subsidiary of the Company its Subsidiaries is in default, default and no waiver of default is currently in effect, in the payment of the any principal of or interest on any Indebtedness of the Company or such Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary of the Company that would permit (or that with notice, notice or the lapse of time time, or both, would permit) any Person 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 its Subsidiaries has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property or assets, whether now owned or hereafter acquired, to be subject to a Lien that would be prohibited by this Agreement if incurred after the Closing.