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 MLP, the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. 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 MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the 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 10.1, none of the MLP, the Issuer or any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1. (c) Neither the MLP, the Issuer nor any Subsidiary is party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC.

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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082020 (including descriptions of the obligors and the original lender (or, if applicable, administrative agent) therefor, principal amounts outstanding, whether or not secured and a description of any Guaranties thereof), since which date there has been no Material change in the amounts (other than to changes in line of credit balances arising in the extent ordinary course of advances under business of the Credit AgreementCompany), interest rates (other than with respect to variable interest rates and changes in the underlying index rates), sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries, except as otherwise disclosed in the Company’s filings with the SEC or otherwise in writing to the Purchasers. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 provided in the agreements and documents related to Indebtedness described in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness, except for any secured Indebtedness incurred after the Execution Date that is not permitted prohibited by Section 10.1the covenants in this Agreement, and, in the case of any such Indebtedness in a principal amount that is Material, is disclosed in the Company’s filings with the SEC or otherwise in writing to the Purchasers. (c) Neither As of the MLPExecution Date, neither the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as disclosed in Schedule 5.15. As of the date hereof among of Closing, neither the MLP, Company nor any Subsidiary has entered into any instrument evidencing Indebtedness or any other agreement since the Issuer and EPCExecution Date that would be breached or violated by the incurrence of the Indebtedness hereunder or under the Notes.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30the date of Closing (including a description of the obligors and obligees, 2008principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.6. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, Company under this Agreement or the Issuer Notes or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLPSubsidiary Guarantors under their respective Subsidiary Guarantees, the Issuer and EPCexcept as 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 MLP, the Issuer Parent and its Subsidiaries as of June 301, 20082016, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Parent or its Subsidiaries. None of Neither the MLP, the Issuer or 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 MLPParent or its Subsidiaries, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Parent or any Subsidiary that 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 10.12, none of neither the MLP, the Issuer or Parent nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither the MLP, the Issuer Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Parent or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except the Issuer or such Subsidiary, other than the Bank Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCotherwise specifically indicated in Schedule 2.

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 MLP, the Issuer Company and its Subsidiaries for borrowed money as of June 30the Closing Date (and after giving effect to the incurrence and repayment of Indebtedness occurring on the Closing Date) the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, 2008principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None The aggregate amount of all outstanding Indebtedness of the MLP, Company and its Subsidiaries not set forth in Schedule 5.15 does not exceed $10,000,000. Neither the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

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 MLP, the Issuer Company and its Subsidiaries as of June 30August 24, 20082011 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.18.15 hereto, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4 of the Note Purchase Agreement. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 8.15 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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082020, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None As of June 30, 2020, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as may be updated by the Company prior to the Second Closing Date), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or such Subsidiary, other than Company prior to the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCSecond Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder) sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30the date set forth therein (including descriptions of the obligors and obligees, 2008principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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. (ba) Except as disclosed in Schedule 10.15.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (cb) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or Roanoke Gas Company Private Shelf Agreement otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of Neither the MLPCompany, the Issuer and its Trust nor any of their respective Subsidiaries has outstanding any Indebtedness except as of June 30, 2008, since which date there has been no Material change in permitted hereunder. Neither the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany, the Issuer Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLPCompany, the Issuer Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLPCompany, the Issuer Trust nor any Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPCompany, the Issuer Trust or such Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement Company and the Note Purchase Agreement dated Trust, except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as (provided that the aggregate amount of June 30all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $50,000,000). As of March 7, 20082024, since which date there has been no Material change in neither the amounts (Company nor any other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or any Subsidiary 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 MLPCompany or such other Obligor and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company or any Subsidiary 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, none of if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the MLPCompany has made with the SEC on ▇▇▇▇▇, neither the Issuer or Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Material Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness for borrowed money of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or such Subsidiary, other than as disclosed in any filing that the Credit Agreement and Company has made with the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCSEC on ▇▇▇▇▇.

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 MLP, the Issuer and its Subsidiaries Company as of June 30July 10, 20082014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiariesthe Company. None of the MLP, the Issuer or any Subsidiary The Company 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 MLPCompany, the Issuer or any Subsidiary outstanding principal amount of which exceeds $1,000,000, and no event or condition exists with respect to any Indebtedness of the MLPCompany, the Issuer or any Subsidiary 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 10.1, none of the MLP5.15, the Issuer or any Subsidiary Company has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither the MLPExcept as disclosed in Schedule 5.15, the Issuer nor any Subsidiary Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as of June 30[ ], 20082015 (including descriptions of the obligors, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date date, except as described therein, there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None of .. Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its Mortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the Mortgage or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1the Mortgage. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 or in the Issuer or such SubsidiaryCompany’s Annual Report on Form 10-K for the year ended December 31, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC2014.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list Neither the Company nor any of all outstanding Indebtedness of the MLP, the Issuer and its Subsidiaries has outstanding any Indebtedness except as of June 30, 2008, since which date there has been no Material change in permitted by Section 10.3. Neither the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists on the date of this Agreement (with respect to the making of this representation at the time of the signing of this Agreement) or on the Closing Day with respect to the issuance of any Notes (in the case of the making of this representation on such Closing Day) with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which (a) individually exceeds $10,000,000, or (b) in the aggregate exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. payment (bother than (i) Except secured Indebtedness that becomes due as disclosed in Schedule 10.1, none a result of the MLPvoluntary sale or transfer of the property or assets securing such Indebtedness, the Issuer or (ii) any Subsidiary has agreed or consented to cause or permit in the future (upon the happening Indebtedness that becomes due as a result of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not refinancing thereof permitted by Section 10.1. , (ciii) Neither any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms, (iv) any such Indebtedness that is mandatorily prepayable prior to the MLPscheduled maturity thereof with the proceeds of the issuance of capital stock, the Issuer nor incurrence of other Indebtedness or the sale or other disposition of any Subsidiary assets, and (v) any redemption, conversion or settlement of any such Indebtedness that is party toconvertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of a type that constitutes an Event of Default, so long as, in any case described in clauses (i) through (v), the Company is not in default with respect to its obligations to make payment of such Indebtedness or reimbursement obligation when due (within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect to such Indebtedness, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCreimbursement obligation).

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 MLP, the Issuer Company and its Subsidiaries as of June April 30, 20082010 (pro forma to show the consummation of (i) the Acquisition and (ii) the transactions contemplated by this First Supplement) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.18.15 hereto, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4 of the Note Purchase Agreement. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 8.15 hereto.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15(a) sets forth a complete and correct list of all the outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082012, which list is complete and correct in all material respects (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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.. Table of Contents (b) Except as disclosed in Schedule 10.15.15(b), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer Company or such any Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.15(c).

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 MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082020 prepared in accordance with GAAP, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or the Company and its SubsidiariesSubsidiaries (excluding commercial paper). None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.1, none of the MLP, the Issuer or any Subsidiary The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1the Mortgage. (c) Neither Except for the MLPSecond Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings LLC, the Issuer Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and ▇▇▇▇▇ Fargo Bank, National Association, as AmericasActive:15422968.5 AmericasActive:15549680.1 Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

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 MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082019 (including a description of the obligors, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary with an outstanding principal amount in excess of $10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither Except as disclosed in Schedule 5.15, neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Funded Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Funded Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 of this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082022, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None As of December 31, 2022, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as may be updated by the Company prior to the Series 2023A Closing Date), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or such Subsidiary, other than Company prior to the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCSeries 2023A Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082016 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness for borrowed money of the Indebtedness of such Issuer Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for borrowed money of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness for borrowed money of the MLP, the Issuer Company 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 for borrowed money to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted that secures Indebtedness that is prohibited by Section 10.1this Agreement. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness for borrowed money of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082020 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary with an outstanding principal amount in excess of $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither Except as disclosed in Schedule 5.15, neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Funded Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Funded Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

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 MLP, the Issuer Company and its Restricted Subsidiaries as of June 30December 2, 20082017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15, as such Schedule may be updated in accordance with Section 4.1, sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30March 14, 20082025 (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien Lien, not permitted by Section 10.110.7. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 MLP, the Issuer and its Subsidiaries as of June 30[December 31], 20082010, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such the Issuer or its Subsidiaries. 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 MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the 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 10.1, none of the MLP, the Issuer or any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1. (c) Neither the MLP, the Issuer nor any Subsidiary is party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCdebt agreements described in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15(a) sets forth a complete and correct list of all the outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082009, which list is complete and correct in all material respects (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15(b), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer Company or such any Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.15(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 MLPCompany, the Issuer Trust and its their respective Subsidiaries as of June 30August 31, 20082021 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Trust, the Company or its their respective Subsidiaries. None of Except as disclosed in Schedule 5.15, neither the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany, the Issuer Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLPCompany, the Issuer Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLPCompany, the Issuer Trust nor any Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPCompany, the Issuer Trust or such Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement Company and the Note Purchase Agreement dated Trust, except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082022 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Organizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer Company or such any Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 of this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082024, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None As of September 30, 2024, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as may be updated by the Company prior to the Series 2024A Closing Date), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or such Subsidiary, other than Company prior to the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCSeries 2024A Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30March 21, 20082025 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness, in each case except for any Lien that is not permitted prohibited by Section 10.1this Agreement. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Parent and its Subsidiaries as of June 30March 31, 20082015 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer Parent or its SubsidiariesSubsidiaries except as described in the Disclosure Documents. None of the MLP, the Issuer or Neither Parent nor any Parent Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Parent or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Parent or any Parent Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of the MLP, the Issuer or neither Parent nor any Parent Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness not permitted by Section 10.110.5. (c) Neither the MLP, the Issuer Parent nor any Parent Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Parent or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPany Note Party, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30November 8, 20082023 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082012 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranties thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None for Borrowed Money of the MLP, Company or any of its Subsidiaries except as otherwise set forth in Section 1.4 of the Issuer or Memorandum. Neither the Company nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for Borrowed Money of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness for Borrowed Money of the MLP, the Issuer Company 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 for Borrowed Money to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness for Borrowed Money of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness for Borrowed Money of the MLP, the Issuer Company or such any Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $500,000,000) as of June 30March 25, 20082025, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None As of March 25, 2025, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or Company for each Closing pursuant to any Supplement executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCClosing).

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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082013 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Indebtedness. ▇▇▇▇▇ Industries, Inc. Note Purchase Agreement (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 individual items of outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of June 30December 31, 20082022 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or Public Service Company of New Mexico Note Purchase Agreement interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15 or as permitted in Section 10.6, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30[__________], 200820[__] (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantee thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None As of [__________], 20[__], neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Material Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30the date of the Series A Closing (including descriptions of the principal amounts outstanding and, 2008, since which date there has been no Material change other than in the amounts (other than to the extent case of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLPAgreement Obligations, the Issuer or obligors and obligees, any collateral therefor and any Guaranty thereof) and except for Indebtedness outstanding under this Agreement. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 10.2. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any 3578247962676392 -17- Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not that secures Indebtedness, except in each case in respect of any Liens permitted by after the Series A Closing Day to the extent such Liens are permitted under Section 10.110.3 hereof. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except (i) as disclosed in Schedule 5.15 and (ii) any such instrument or agreement that becomes effective after the Issuer Series A Closing Day to the extent the Indebtedness evidenced or governed by such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as instrument or agreement is permitted to be incurred pursuant to clause (k) of the date hereof among the MLP, the Issuer and EPCSection 10.2 hereof.

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 MLP, the Issuer Company and its Subsidiaries as of June 30August 8, 20082012 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented 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, property to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLPNone of MHGCI, the Issuer nor Company or any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPMHGCI, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of MHGCI or the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 MLP, the Issuer Issuers and its their Subsidiaries as of June 30December 31, 20082007 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Issuers or its their Subsidiaries. None Neither Issuer nor any of the MLP, the Issuer or any Subsidiary 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 MLP, the such Issuer or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the either 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 10.15.15, none neither the Issuers nor any of the MLP, the Issuer or any Subsidiary has their Subsidiaries have agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.5. (c) Neither the MLP, the Issuer nor any Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the such Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPsuch Issuer, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 each Obligor and each Subsidiary of the MLP, the Issuer and its Subsidiaries Company as of June 30, 2008, since which the date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None Closing (including a description of the MLPobligors and obligees, the Issuer or principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any). Neither Obligor nor any Subsidiary of the Company is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Subsidiary of the MLP, the Issuer or any Subsidiary Company and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer such Obligor or any Subsidiary of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none neither Obligor nor any Subsidiary of the MLP, the Issuer or any Subsidiary Company has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.3. (c) Neither the MLP, the Issuer Obligor nor any Subsidiary of the Company is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer such Obligor or such SubsidiarySubsidiary of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer such Obligor or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as any Subsidiary of the date hereof among the MLPCompany, the Issuer and EPCexcept as 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 MLP, the Issuer Company and its Subsidiaries as of June 3028, 20082022 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082019 prepared in accordance with GAAP, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or the Company and its SubsidiariesSubsidiaries (excluding commercial paper). None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.1, none of the MLP, the Issuer or any Subsidiary The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1the Mortgage. (c) Neither Except for the MLPSecond Amended and Restated Credit Agreement, dated as of August 1, 2011, as amended, among Pepco Holdings LLC, the Issuer Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, AmericasActive:12108486.6 its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Material 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 MLP, the Issuer Company or any such Material Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Material Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company 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 Indebtedness, not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany or any Subsidiary Guarantor, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 301, 20082015 (including a description of the obligors, principal amount outstanding and collateral therefore, if any, and any Guaranty thereof, if any) since which date there has been no Material change increase in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None Subsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the MLP, maturities of any such Indebtedness. Neither the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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) True and complete copies of the Credit Agreement and the Security Documents have been provided to each Existing Noteholder. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (cd) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30February 11, 20082021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Indebtedness. CĪON Investment Corporation Note Purchase Agreement (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLPCompany, the Issuer Trust and its their respective Subsidiaries as of June 307, 20082013 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany, the Issuer Trust or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLPCompany, the Issuer Trust or any Subsidiary of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLPCompany, the Issuer or Trust nor any Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLPCompany, the Issuer Trust nor any Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPCompany, the Issuer Trust or such Subsidiaryany of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement Company and the Note Purchase Agreement dated Trust, except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082016 (including descriptions of the obligors and obligees, principal amount outstanding, any collateral therefor and any Guarantees thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1other than a Permitted Lien. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, as of June 30, 2013, Schedule 5.15 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as (including a description of June 30the obligors and obligees, 2008principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.16.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien Lien, not permitted by Section 10.111.7. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 6.15.

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 MLP, the Issuer Company and its Significant Subsidiaries as of June 30December 31, 20082010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Significant Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of the MLP5.15, the Issuer or any Subsidiary Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1Lien, other than a Permitted Lien. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 MLP, the Issuer Parent and its Subsidiaries as of June 30October 31, 2008, since which date there has been no Material change in 2013. Neither the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness under clause (a), (f), or (i) of the MLP, definition of Indebtedness or any Material Indebtedness of the Issuer Parent or any Subsidiary and no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Parent or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons (other than the Parent or any Subsidiary) 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 10.15.15, none of neither the MLP, the Issuer or 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 not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Parent or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPParent, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $500,000,000) as of June 30April 13, 20082022, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None As of April 13, 2022, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or Company for each Closing pursuant to any Supplement executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC.Closing). BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30, 20082016 (including a description of the obligors, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary with an outstanding principal amount in excess of $10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither Except as disclosed in Schedule 5.15, neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Funded Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Funded Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 6.14 (Schedule of Existing Indebtedness of the Company) sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer and its Subsidiaries Company as of June 30December 31, 20082024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiariesthe Company. None of the MLP, the Issuer or any Subsidiary The Company 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 MLP, the Issuer or any Subsidiary Company and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer or any Subsidiary Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none 6.14 (Schedule of Existing Indebtedness of the MLPCompany), the Issuer or any Subsidiary Company has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer nor any Subsidiary The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such SubsidiaryCompany, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC.amount

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 the Execution Date of all outstanding Material Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as (provided that the aggregate amount of June 30, 2008, since which date there has been no Material change all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $50,000,000 or its equivalent in the amounts (other than to the extent relevant currency of advances under the Credit Agreementpayment), interest rates, sinking funds, installment payments or maturities . As of the Indebtedness of such Issuer or its Subsidiaries. None of Execution Date, neither the MLP, the Issuer or Company nor any Subsidiary other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLPCompany or such other Obligor and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company or any Subsidiary 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, none of if applicable, any Supplement) executed and delivered in connection with such Closing), neither the MLP, the Issuer or Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCClosing).

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 MLP, the Issuer Company and its Subsidiaries as of June 30March 29, 20082021 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 S .16(a) sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30April 20, 20082010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.16(b), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1I 0.3. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.16(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 MLP, the Issuer Note Parties and its their Subsidiaries as of June 30November 26, 20082024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Note Parties or its their Subsidiaries. None To the knowledge of the MLPCompany and the Parent Guarantor, neither the Issuer or Note Parties nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer such Note Party or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer such 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, except where the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as disclosed in Schedule 10.15.15, none neither the Notes Parties nor any of the MLP, the Issuer or any Subsidiary their Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Indebtedness. Gladstone Commercial Limited Partnership Note Purchase Agreement (c) Neither the MLP, the Issuer Note Parties nor any Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer such Note Party or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPsuch Note Party, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082017 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary with an outstanding principal amount in excess of $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither Except as disclosed in Schedule 5.15, neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Funded Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Funded Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

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 MLP, the Issuer Company and its Restricted Subsidiaries as of June November 30, 20082004 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Restricted Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any 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, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.2. (c) Neither the MLP, the Issuer Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically 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 individual items of outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of June 30, 20082021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15 or as permitted in Section 10.6, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $125,000,000) as of June 30March 16, 20082023, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None As of March 16, 2023, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as such schedule may be updated by the Issuer or Company for each Closing pursuant to any Supplement executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Closing). North Haven Private Income Fund LLC Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC.Agreement

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30July 10, 20082025 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of December 31, 2014, (1) a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Restricted Subsidiaries as (other than Indebtedness of June 30a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, 2008principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of such Issuer the Company or its Subsidiaries. None Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the MLPCompany and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the Issuer relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any 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, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except for the Issuer or such Subsidiary, other than the Bank Credit Agreement and the Note Purchase Agreement dated as other instruments and agreements evidencing Indebtedness of the date hereof among Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in the MLP, the Issuer and EPCBank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30August 31, 20082024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15C sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082022 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15C, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPC.disclosed in Schedule 5.15C.

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 MLP, the Issuer Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries as of June 30the date of this Agreement (including descriptions of the obligors and obligees, 2008principal amounts outstanding, any collateral therefor and any Guarantee thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (or, none after the date of this Agreement, Liens that would otherwise be permitted by Section 10.6 of this Agreement), neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Indebtedness. WhiteHorse Finance, Inc. Note Purchase Agreement (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list as of the date hereof of all outstanding Material Indebtedness for borrowed money of the MLP, Company and the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities Obligors. As of the Indebtedness of such Issuer or its Subsidiaries. None of date hereof, neither the MLP, the Issuer or Company nor any Subsidiary other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for borrowed money of the MLPCompany or such other Obligor and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company or any Subsidiary 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 10.1Section 5.15, none of neither the MLP, the Issuer or Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Material Indebtedness. BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT (c) Neither the MLP, the Issuer Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness for borrowed money of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30the date of the Series A Closing (including descriptions of the principal amounts outstanding and, 2008, since which date there has been no Material change other than in the amounts (other than to the extent case of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLPAgreement Obligations, the Issuer or obligors and obligees, any collateral therefor and any Guaranty thereof) and except for Indebtedness outstanding under this Agreement. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 10.2. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not that secures Indebtedness, except in each case in respect of any Liens permitted by after the Series A Closing Day to the extent such Liens are permitted under Section 10.110.3 hereof. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except (i) as disclosed in Schedule 5.15 and (ii) any such instrument or agreement that becomes effective after the Issuer Series A Closing Day to the extent the Indebtedness evidenced or governed by such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as instrument or agreement is permitted to be incurred pursuant to clause (k) of the date hereof among the MLP, the Issuer and EPCSection 10.2 hereof.

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 MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082018 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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. No Subsidiary is a guarantor or borrower or otherwise obligated in respect of any Material Credit Facility. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as of June 30, 20082012 (including a description of the obligors, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date date, except as described therein, there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1the Mortgage. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except as specifically indicated in Schedule 5.15 or in the Issuer or such SubsidiaryCompany’s Annual Report on Form 10-K for the year ended December 31, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC2011.

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 MLP, the Issuer Company and its Subsidiaries as of June 30September 18, 20082024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries as of June 30the date of this Agreement (including descriptions of the obligors and obligees, 2008principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (or, none after the date of this Agreement, Liens that would otherwise be permitted by Section 10.6 of this Agreement), neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082015 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLPCompany, the Issuer Trust and its Subsidiaries which forms part of Consolidated Total Debt as of June 30May 26, 20082008 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of such Issuer the Company, the Trust or its Subsidiaries. None of the MLPCompany, the Issuer Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany, the Issuer Trust or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the MLPCompany, the Issuer Trust 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 10.15.15, none of the MLPCompany, the Issuer Trust or any 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, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither None of the MLPCompany, the Issuer nor Trust or any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPCompany, the Issuer Trust or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer Trust or such Subsidiary, other than any Restricted Subsidiary except as specifically indicated in Schedule 5.15. (d) The obligations of the Credit Agreement issuers of the Canetic Convertible Indentures and the Note Purchase Agreement dated as of the date hereof among the MLPVault Convertible Debentures have been assumed by, and form obligations only of, the Issuer and EPCTrust.

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 MLP, the Issuer Company and its Subsidiaries as of June 30the date of the Series A Closing (including descriptions of the principal amounts outstanding and, 2008, since which date there has been no Material change other than in the amounts (other than to the extent case of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLPAgreement Obligations, the Issuer or obligors and obligees, any collateral therefor and any Guaranty thereof) and except for Indebtedness outstanding under this Agreement. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 10.2. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not that secures Indebtedness, except in each case in respect of any Liens permitted by after the Series A Closing Day to the extent such Liens are permitted under Section 10.1.10.3 hereof. 508134571 -18- (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except (i) as disclosed in Schedule 5.15 and (ii) any such instrument or agreement that becomes effective after the Issuer Series A Closing Day to the extent the Indebtedness evidenced or governed by such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as instrument or agreement is permitted to be incurred pursuant to clauseclauses (k) or (i) of the date hereof among the MLP, the Issuer and EPCSection 10.2 hereof.

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 MLP, the Issuer Company and its Subsidiaries as of June 30, 20082015 (including descriptions of the obligors and obligees, principal amount outstanding, any collateral therefor and any Guarantees thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of Neither the MLP, the Issuer or Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1other than a Permitted Lien. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30February 26, 20082010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Obligations relating thereto, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15C sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30March 31, 20082018 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15C, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPC.disclosed in Schedule 5.15C.

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 MLP, the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLPIssuer Parties has, the Issuer or and has never had, any Subsidiary is in default and no waiver of default is currently in effectoutstanding Indebtedness other than Permitted Indebtedness and, in the payment case of the Guarantors, the Existing Notes being redeemed in full on the Closing Date. There are no outstanding Liens on any property of any principal or interest on any Indebtedness of the MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the 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 paymentParties other than Permitted Liens. (b) Except as disclosed in Schedule 10.1for Permitted Liens, none of the MLPIssuer Parties has, the Issuer or at any Subsidiary has time, agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness, except, in the case of the Guarantors, the Liens securing the Existing Notes being discharged on the Closing Date. (c) Neither Other than the MLPBasic Documents, none of the Issuer nor any Subsidiary Parties is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, any of the Issuer or such SubsidiaryParties, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other Organizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, any of the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCParties.

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 MLP, the Issuer Company and its Subsidiaries as of June 30August 1, 20082019 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June January 30, 20082015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), in an aggregate outstanding amount of at least $5,000,000, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.110.5, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 May 22, 2024 of all outstanding Material Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as (provided that the aggregate amount of June 30all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $50,000,000). As of May 22, 20082024, since which date there has been no Material change in neither the amounts (Company nor any other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or any Subsidiary 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 MLPCompany or such other Obligor and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company or any Subsidiary 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, none of if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the MLPCompany has made with the SEC on E▇▇▇▇, neither the Issuer or Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness for borrowed money or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1.that secures Material Indebtedness. G▇▇▇▇ Capital Private Credit Fund Note Purchase Agreement (c) Neither the MLP, the Issuer Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness for borrowed money of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or such Subsidiary, other than as disclosed in any filing that the Credit Agreement and Company has made with the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCSEC on E▇▇▇▇.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all individual items of outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries that exceeds $40,000,000 (or in the case of Contingent Obligations, such Contingent Obligations guaranteeing or otherwise in respect of obligations that exceed $40,000,000 described in the definition of “Indebtedness”) as of June 30December 31, 20082019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Subsidiary the outstanding principal amount of which exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15 or as permitted in Section 10.6, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082012 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of March 31, 2014, (1) a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Restricted Subsidiaries as (other than Indebtedness of June 30a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, 2008principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of such Issuer the Company or its Subsidiaries. None Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the MLPCompany and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the Issuer relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company or any Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Company nor any 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, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (c) Neither the MLP, the Issuer Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, except for the Issuer or such Subsidiary, other than the Bank Credit Agreement and the Note Purchase Agreement dated as other instruments and agreements evidencing Indebtedness of the date hereof among Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in the MLP, the Issuer and EPCBank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Restricted Subsidiaries as of June 30September 2, 20082017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Parent and its Subsidiaries as of June 30, 20082007 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Parent or its Subsidiaries. None of Neither the MLP, the Issuer or Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Parent or any Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer 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 Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.15.15, none of neither the MLP, the Issuer or Parent nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.5. (c) Neither the MLP, the Issuer Parent nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or other organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30, 2008________, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Supplement does not exceed $125,000,000) as of [ ], 20[_], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. None As of ___________, neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as such schedule may be updated by the Issuer or Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCClosing).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15C sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082018 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15C, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPC.disclosed in Schedule 5.15C.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.15C sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer Company and its Subsidiaries as of June September 30, 20082017 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15C, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPC.disclosed in Schedule 5.15C.

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 MLP, the Issuer Company and its Subsidiaries as of June 30December 31, 20082021 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyProperty, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Organizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer Company or such any Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 MLP, the Issuer Company and its Subsidiaries with an aggregate outstanding principal amount in excess of $10,000,000 as of June 30September 25, 20082014 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the MLP, the Issuer Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $150,000,000) as of June 301, 20082025 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantee thereof), since which date, as of the date of the Second Supplement and as of the date of the Series C Closing, there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLPCompany or such Subsidiary and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Material Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Material Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed 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 2014 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer and its Subsidiaries Company as of June 30December 31, 20082014 prepared in accordance with GAAP, since which date there has been no Material change increase in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities amount of the Indebtedness of such Issuer or its Subsidiaries. None the Company (excluding commercial paper and Indebtedness issued for the purpose of refunding obligations of the MLPCompany outstanding on December 31, the Issuer or any Subsidiary 2014). The Company 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 MLP, the Issuer or any Subsidiary Company and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer or any Subsidiary Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 10.1, none of the MLP, the Issuer or any Subsidiary The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1the Mortgage. (c) Neither 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 MLPCompany, the Issuer nor any Subsidiary financial institutions named therein and W▇▇▇▇ 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 MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCCompany.

Existing Indebtedness; Future Liens. (a) Except After giving effect to the issuance of the Notes and the application of the proceeds therefrom as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLPin Section 5.14, the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been Borrower will have no Material change in the amounts (Indebtedness outstanding other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiariesevidenced by the Notes. None of the MLP, the Issuer or any Subsidiary The Borrower 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 MLP, the Issuer or any Subsidiary Borrower and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer or any Subsidiary Borrower 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 10.1, none of the MLP, the Issuer or any Subsidiary The Borrower has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1other than Permitted Encumbrances. (c) Neither Except as pursuant to the MLPterms of this Agreement, the Issuer nor any Subsidiary Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such SubsidiaryBorrower, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentspartnership agreement or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCBorrower.

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 MLP, the Issuer Company and its Subsidiaries in excess of $200,000,000 as of June 30December 29, 20082017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantee thereof), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary in excess of $200,000,000 and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness in excess of $200,000,000 or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such SubsidiarySubsidiary in excess of $200,000,000, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except Indebtedness permitted by Sections 10.1 and correct list of all outstanding 10.4 and Indebtedness which will be repaid in connection with consummation of the MLP, Series A Closing. Neither the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.3. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCspecifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (ai) Except as described therein, Schedule 5.15 5(o) sets forth a complete and correct list of all outstanding Indebtedness of the MLPCompany, the Issuer Trust and its Subsidiaries which forms part of Consolidated Total Debt as of June November 30, 20082010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of such Issuer the Company, the Trust or its Subsidiaries. None of the MLPCompany, the Issuer Trust or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLPCompany, the Issuer Trust or any such Subsidiary which forms part of Consolidated Total Debt and no event or condition exists with respect to any such Indebtedness of the MLPCompany, the Issuer Trust 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. (bii) Except as disclosed in Schedule 10.15(o), none of the MLPCompany, the Issuer Trust or any 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, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.110.4. (ciii) Neither None of the MLPCompany, the Issuer nor Trust or any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLPCompany, the Issuer Trust or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer Trust or such Subsidiary, other than any Restricted Subsidiary except as specifically indicated in Schedule 5(o). (iv) The obligations of the Credit Agreement issuers of the Canetic Convertible Indentures and the Note Purchase Agreement dated as of the date hereof among the MLPVault Convertible Debentures have been assumed by, and form obligations only of, the Issuer and EPCTrust.

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 the Effective Date of all outstanding Material Indebtedness for borrowed money of the MLP, the Issuer Company and its Subsidiaries as (provided that the aggregate amount of June 30, 2008, since which date there has been no Material change all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $50,000,000 (or its equivalent in the amounts (other than to the extent relevant currency of advances under the Credit Agreementpayment), interest rates, sinking funds, installment payments or maturities ). As of the Indebtedness of such Issuer or its Subsidiaries. None of Effective Date, neither the MLP, the Issuer or Company nor any Subsidiary other Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the MLPCompany or such other Obligor and, to the Issuer or any Subsidiary and knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of the MLP, the Issuer Company or any Subsidiary 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 10.15.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, none of if applicable, any Supplement) executed and delivered in connection with such Closing), neither the MLP, the Issuer or Company nor any Subsidiary other Obligor has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of the MLP, the Issuer Company or such Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including, but not limited to, including its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the MLPCompany, except as disclosed in Schedule 5.15 (as may be updated by the Issuer or Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPCClosing).

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 MLP, the Issuer Company and its Subsidiaries as of June 30October 19, 20082016 (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 (other than to the extent of advances under the Credit Agreement)amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer the Company or its Subsidiaries. None of Neither the MLP, the Issuer or Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer Company or any such Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer Company 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 10.15.15, none of neither the MLP, the Issuer or Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1that secures Indebtedness. (c) Neither the MLP, the Issuer Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documentscharter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLPCompany, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated except as of the date hereof among the MLP, the Issuer and EPCdisclosed in Schedule 5.15.