Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2013 (including descriptions of the obligors and obligees, principal amounts amount outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter hereinafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company or the Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2015 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and general description of the collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest ratesrate, index or formula, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries and (ii) all agreements providing for committed financing facilities (subject to the terms and conditions specified therein) to the Parent Guarantor or its Subsidiaries as of the date of Closing. No Neither any Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no neither any Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.6. (c) No Neither any Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness for borrowed money of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2014 (including descriptions of the obligors and obligeesobligors, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date date, except as described therein, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness not permitted by the Mortgage or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyMortgaged Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5the Mortgage. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2010 (including descriptions except Indebtedness between the Guarantor or any of the obligors and obligees, principal amounts outstanding, any collateral therefor its Subsidiaries and any Guarantees thereof, but excluding any intercompany Indebtednessother Subsidiary), since which date, up to and including the date of the Closing, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Neither Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no neither Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.3. (c) No Neither Obligor nor any Significant Subsidiary Guarantor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant SubsidiarySubsidiary Guarantor, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such ObligorObligor under this Agreement or the Notes or of such Subsidiary Guarantor under its respective Subsidiary Guarantee, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and general description of the collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest ratesrate, index or formula, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries and (ii) all agreements providing for committed financing facilities (subject to the terms and conditions specified therein) to the Parent Guarantor or its Subsidiaries as of the date of Closing. No Neither any Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no neither any Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.6. (c) No Neither any Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2017 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Transaction Parties and its Significant their Subsidiaries (other than Indebtedness owing to each other) as of March 31February 28, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Transaction Party or its Significant Subsidiaries. No Obligor Neither any Transaction Party nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor Transaction Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Transaction Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither any Transaction Party nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither any Transaction Party nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Transaction Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Transaction Party, except for this Agreement, the Credit Agreement and as otherwise disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither Constituent Company or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31February 29, 2018 2012 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company or the Parent Guarantor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts amount outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor Neither the Parent Guarantor nor any of its Significant Subsidiary Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5other than a Permitted Lien. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company or the Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2006, which individually has an outstanding principal amount in excess of $500,000 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since from which date to the Closing Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or the incurrence of any additional Indebtedness with an aggregate principal amount in excess of $500,000, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecured. No Obligor From June 30, 2006 to the Closing Date, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in the aggregate principal amount of $25,000,000. As of the Closing Date, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of such Obligor the Company or such Significant Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. As of June 30, 2006 the aggregate amount of all other Indebtedness of the Company and its Subsidiary Guarantors did not exceed $2,000,000. (b) Except as disclosed in on Schedule 5.15, no Obligor as of the Closing Date neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.57.03. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Company and its Significant Subsidiaries as of March 31April 19, 2018 2022 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amountsamounts (other than changes in line of credit balances arising in the ordinary course of business of the Company), interest rates (other than with respect to variable interest rates and changes in the underlying index rates), sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor None of the Parent, the Company nor any Significant Subsidiary of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment., (b) Except as disclosed provided in the agreements and documents related to Indebtedness described in Schedule 5.15, no Obligor and except to the extent permitted under Section 10.5, none of the Parent, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor None of the Parent, the Company nor any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent or Company, except as disclosed referred to in Schedule 5.15, and except to the extent permitted under Section 10.5.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of September 30, 2020, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 2016 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March 31, 2018 2016 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Material Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $150,000,000) as of March 31February 1, 2018 2024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of February 1, 2024, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. AG Twin Brook Capital Income Fund Master Note Purchase Agreement (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures 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 10.5that secures Material Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2013 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of December 31, 2013, none of the Parent, the Issuer nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted that secures Indebtedness, and since such date there have been (i) no Material changes in such Liens or such Indebtedness and (ii) no new Material Liens or Material Indebtedness secured by Section 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2020, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of June 30, 2020, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 (as may be updated by the Company prior to the Second Closing Date), no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company prior to the Second Closing Date).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, Terreno Realty LLC Note Purchase Agreement sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) as of March 31September 30, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor The aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries not set forth on Schedule 5.15 does not exceed $25,000,000 (or its equivalent in the relevant currency of payment). Neither the Parent Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer under this Agreement and the Notes, except as disclosed in Schedule 5.15of the Parent Guarantor under this Agreement or of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31June 30, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (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 Parent Guarantor Company and its Significant 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 March 31October 11, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2022, 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 Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of October 11, 2022, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT (b) Except as disclosed in Schedule 5.155.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing), no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness 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 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 the Execution Date (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. Essex Portfolio, L.P. Note Purchase Agreement (b) Except as disclosed provided in this Agreement and the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any as of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or the Execution Date to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5an Encumbrance, which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is as of the Execution Date a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed provided in this Agreement or referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31February 29, 2018 2020 (including descriptions of the obligors and obligeesobligees (or any agent, trustee, or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries (other than Indebtedness under this Agreement and the Notes and Indebtedness represented by additional borrowings, if any, under the Bank Credit Agreement). No Obligor Neither the Parent nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Credit Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of (or the Parent Guarantor commitment to extend credit to) the Obligors and their Subsidiaries other than Indebtedness under this Agreement, the Existing Financing Agreements, the Global Credit Facilities and certain items of Indebtedness which individually are not in excess of U.S.$5,000,000 (or its Significant Subsidiaries equivalent in any other currency) and in the aggregate are not in excess of U.S.$15,000,000 (or its equivalent in any other currency), each as of March 31April 30, 2018 2011 (including descriptions of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees the Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor such Obligors or its Significant their Subsidiaries. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of paymentpayment except for such defaults (other than payment defaults), events or conditions in a single credit facility in an amount less than U.S.$5,000,000 (or its equivalent in any other currency) or under multiple credit facilities which in the aggregate are less than U.S.$15,000,000 (or its equivalent in any other currency) that would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as disclosed in Schedule 5.15, no No Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Except as set forth in Schedule 5.15, no Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter charter, memorandum and articles of association or any other organizational document) other than this Agreement, the Global Credit Facilities, the South African Facilities and the Existing Financing Agreements which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31June 30, 2018 2013 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March December 31, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this Second Supplement (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31August 5, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2024, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Second Supplement does not exceed $125,000,000) as of August 5, 2024, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. No Obligor As of August 5, 2024, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, no Obligor if applicable, any Supplement) executed and delivered in connection with such Closing), neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.5.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing). THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE North Haven Private Income Fund LLC

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 2.14 to this Guaranty sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)1998, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or and its Significant SubsidiariesSubsidiaries on a consolidated basis. No Obligor Neither the Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. No financial covenants of the Guarantor in respect of any such Indebtedness that address the matters contained in Sections 4.1 and 4.2 hereof are more restrictive than the covenants contained in Sections 4.1 and 4.2 hereof. (b) Except as disclosed in said Schedule 5.152.14, no Obligor neither the Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its propertyManaged Receivables, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness other than in connection with Securitizations of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15Managed Receivables.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of December 31, 2018, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2024 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (b) Except as disclosed in Schedule 5.15, no Obligor as of December 31, 2024, none of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted that secures Indebtedness, and since such date there have been (i) no Material changes in such Liens or such Indebtedness and (ii) no new Material Liens or Material Indebtedness secured by Section 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be updated by the Company for the Second Closing and each Closing pursuant to any Supplement executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Material Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries (provided the aggregate amount of all Indebtedness not listed on Schedule 5.15 does not exceed $50,000,000) as of March 31, 2018 (including descriptions the last business day of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)month immediately preceding the First Closing, since which date there has been no Material change in the amounts, interest rates, sinking BlackRock Private Credit Fund Master Note Purchase Agreement funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries (other than changes in outstanding amounts, without change in the aggregate commitments in effect on such date, or changes in “floating” interest rates). No Obligor As of the last business day of the month immediately preceding the First Closing, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in with respect to the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of any Obligor or any Significant Subsidiary the Company and its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor Neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company for the Second Closing, and each Closing pursuant to any Supplement executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. TC "Section 5.15. Existing Indebtedness; Future Liens" \f C \l "2" (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31, 2018 the Closing Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Note Parties or its Significant their Subsidiaries. No Obligor Neither any Note Party nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Note Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither any Note Party nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither any Note Party nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31August 18, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding other than any intercompany IndebtednessGuarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guarantee have not become due and payable), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not other than Liens permitted by Section 10.5this Agreement). (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither Constituent Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this First Supplement (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31December 1, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this First Supplement does not exceed $125,000,000) as of December 1, 2023, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Material Indebtedness of the Company or its Subsidiaries. No Obligor As of December 1, 2023, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, no Obligor if applicable, any Supplement) executed and delivered in connection with such Closing), neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing).

Existing Indebtedness; Future Liens. (a) Except as described thereinSolely with respect to the representations made on the Series A Closing Day, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 as of March 31August 25, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Issuer or its Significant Subsidiaries. No Obligor Solely with respect to the representations made on the Series A Closing Day, the outstanding principal amount of Indebtedness of the Issuer and its Subsidiaries not set forth on Schedule 5.15 hereto does not exceed $15,000,000 in the aggregate. Neither the Issuer nor any Significant Subsidiary has outstanding any Indebtedness except as permitted hereunder. Neither the Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 and Liens not in violation of this Agreement, no Obligor neither the Issuer nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer of the type to be evidenced by the Notes or the Subsidiary Guaranty, except as disclosed in Schedule 5.155.15 and evidencing Indebtedness not in violation of this Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 6.7 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Borrower and each of its Significant Consolidated Subsidiaries as of March 31January 25, 2018 2010 (including descriptions including, in the case of material Indebtedness, a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Borrower or its Significant Consolidated Subsidiaries, other than the repayment and refinancing of the Debt evidenced by the Existing Credit Agreement and repayment of the Senior Notes as contemplated in the Recitals hereto. No Obligor After giving effect to the transactions contemplated by the Loan Documents, neither Borrower nor any Significant Consolidated Subsidiary is in default and no waiver of default is currently in effect, beyond any applicable notice and/or grace period in the payment of any principal or interest on any material Indebtedness of nor is in default beyond any applicable notice and/or grace period under any instrument or instruments or agreements under and subject to which any such Obligor or such Significant Subsidiary Indebtedness has been issued and no event has occurred and is continuing under the provisions of any such instrument or agreement, and no condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that such Indebtedness, which with notice or the lapse of timetime or the giving of notice, or both, would permit) permit one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15To Borrower’s Knowledge, no Obligor neither Borrower nor any Significant Consolidated Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.59.3. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2016 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary; and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. Agree Limited Partnership Note Purchase Agreement (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than intercompany Indebtedness) with an aggregate outstanding principal amount in excess of the Parent Guarantor $5,000,000 of each Obligor and its Significant Subsidiaries as of March 31November 30, 2018 2005 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Obligor or its Significant SubsidiariesSubsidiaries except as described in said Schedule 5.15. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness having an outstanding principal amount of at least $5,000,000 of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of March 31, 2021, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March July 31, 2018 2022 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness at any time prior to the date of this Agreement. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, 2015 Note Purchase Agreement and the 2022 NYL Shelf Agreement have been provided to each Purchaser. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(m), inclusive, and except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (cd) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March December 31, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Terreno Realty LLC Agreement Note Purchase Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness which aggregates in excess of the Parent Guarantor $5,000,000 of each Obligor and its Significant Subsidiaries as of March 31, 2018 2008 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Obligor or its Significant SubsidiariesSubsidiaries except as set forth in the Disclosure Documents. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed specifically indicated in Schedule 5.155.15 or under the Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31September 30, 2018 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor None of the Note Parties nor any Significant Subsidiary of its Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the any Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor Note Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 and Liens entered into after the date of this Agreement that are permitted pursuant to this Agreement, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.that secures Indebtedness. Morningstar, Inc. Note Purchase Agreement (c) No Obligor None of the Note Parties nor any Significant Subsidiary is its Subsidiaries are a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such ObligorNote Party, except as disclosed in Schedule 5.155.15 and instruments, documents and agreements evidencing or relating to Indebtedness, and agreements related to the sale of assets, in each case not prohibited by the provisions of this Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer and its Significant Subsidiaries as of March 31February 28, 2018 2019 (including descriptions of the obligors and obligeesobligees (or any agent, trustee or other entity acting in a similar capacity, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Issuer or its Significant Subsidiaries, which change could reasonably be expected to have a Material Adverse Effect. No Obligor Neither the Issuer nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Recourse Indebtedness of such Obligor the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Recourse Indebtedness of any Obligor the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Recourse Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of the date of this representation, neither the Issuer nor any Significant Subsidiary is a party to any Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien after the date of this representation that secures such Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.that secures such Indebtedness. Retail Properties of America, Inc. Note Purchase Agreement (c) No Obligor Neither the Issuer nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, the Issuer except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries, other than, as of the Second Closing Date, additional Indebtedness permitted pursuant to this Agreement. No Obligor As of March 31, 2021, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 or pursuant to any of the Permitted Facilities.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31September 30, 2018 2012 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of ___________, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. THIS NOTE IS A GLOBAL NOTE AND IS REGISTERED IN THE NAME OF CEDE & CO. , THE NOMINEE OF THE DEPOSITARY TRUST COMPANY (THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO EPT 16 LLC (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS ISSUABLE IN A MINIMUM DENOMINATION OF $1,000.00 AND INTEGRAL MULTIPLES OF $1,000.00 IN EXCESS OF $1,000.00 AND MAY NOT BE EXCHANGED FOR SECURITIES OF THE COMPANY WITH A SMALLER DENOMINATION. EACH OWNER OF A BENEFICIAL INTEREST IN THE SECURITIES IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST IN A PRINCIPAL AMOUNT OF $1,000.00 OR AN INTEGRAL MULTIPLE OF $1,000.00 IN EXCESS THEREOF AT ALL TIMES. THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE. No. [_____] [Date] $[_______] RULE 144A CUSIP NO. 26889B AA4 For Value Received, the undersigned, EPT 16 LLC (herein called the “Company”), a Delaware limited liability company, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on [____________] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of (a) [____]% per annum as may be adjusted in accordance with Section 1.2 of the hereinafter defined Note Purchase Agreement, from the date hereof, payable semiannually, on the [____] day of [____] and [____] in each year, commencing with the [____] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) Except to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Settlement Amount (if any), at a rate per annum from time to time equal to the Default Rate (as disclosed defined in Schedule 5.15the hereinafter defined Note Purchase Agreement). The Company shall pay interest on the Notes to the Persons who are registered Holders at the close of business on the 15th day of each month immediately preceding the next payment date as specified in the Note (each a “Record Date”) even if Notes are canceled after the Record Date and on or before the applicable interest payment date (whether or not a Business Day). Payments of principal of, no Obligor nor interest on and any Significant Subsidiary has agreed Prepayment Settlement Amount or consented Make-Whole Amount with respect to cause or permit any this Note are to be made in lawful money of the United States of America through the facilities of DTC as provided in the Note Purchase Agreement referred to below. This Global Note represents the Senior Notes (herein called the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement, dated August 1, 2025 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its property, whether now owned or hereafter acquiredacceptance hereof, to be subject have (i) agreed to a Lien that secures Indebtedness or to cause or permit the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement (in the future (upon the happening case of a contingency or otherwise) any of its property, whether now owned or hereafter acquiredtransferee, to be subject to a Lien not permitted the extent required by Section 10.513.3 of the Note Purchase Agreement). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 2015 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness (other than (i) intercompany Indebtedness and (ii) Indebtedness with an aggregate principal amount of less than $5,000,000) of the Parent Guarantor Company and its Significant Subsidiaries as of March 31April 1, 2018 2019 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness 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 10.5.that secures Indebtedness for borrowed money. The Toro Company Note Purchase Agreement (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2016 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant their respective Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary; and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness which, individually or in the aggregate, is Material. (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31November 3, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries, other than, as of the Second Closing Date, additional Indebtedness permitted pursuant to this Agreement. No Obligor As of November 3, 2021, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and to the knowledge of the Company no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien (other than Permitted Liens) that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5(other than Permitted Liens) that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits in any material way the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2006, which individually has an outstanding principal amount in excess of $500,000 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since from which date to the Closing Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or the incurrence of any additional Indebtedness with an aggregate principal amount in excess of $500,000, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecured. No Obligor From June 30, 2006 to the Closing Date, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in the aggregate principal amount of $25,000,000. As of the Closing Date, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of such Obligor the Company or such Significant Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. As of June 30, 2006 the aggregate amount of all other Indebtedness of the Company and its Subsidiary Guarantors did not exceed $2,000,000. (ba) Except as disclosed in on Schedule 5.15, no Obligor as of the Closing Date neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.57.03. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31, 2018 the date of the Closing (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed provided in this Agreement and the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.an Encumbrance, which, individually or in the aggregate, is Material. Essex Portfolio, L.P. Note Purchase Agreement (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed provided in this Agreement or referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries (excluding (1) Indebtedness owing by any Subsidiary to another Subsidiary or to the Company and (2) for the avoidance of doubt, any operating lease obligations) as of March 31June 13, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty Obligations thereof, but excluding any intercompany Indebtedness) the outstanding principal amount of which exceeds $1,500,000 (or its equivalent in other currencies), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth on Schedule 5.15 does not exceed $15,000,000 (or its equivalent in other currencies). Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary the outstanding principal amount of which exceeds $10,000,000 and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) as of March 31September 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor The aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries not set forth on Schedule 5.15 does not exceed $25,000,000 (or its equivalent in the relevant currency of payment). Neither the Parent Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $1,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer under this Agreement and the Notes, except as disclosed in Schedule 5.15of the Parent Guarantor under this Agreement or of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement.

Existing Indebtedness; Future Liens. (a) Except as described thereinin this Agreement, Schedule 5.15 3.01(xiv) – Existing Indebtedness sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Joint Obligors and its Significant their respective Subsidiaries as of March 31, 2018 the Execution Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking fundsamortized amounts, installment payments or maturities of the Indebtedness of any Joint Obligor or any Subsidiary. Except as described in Schedule 3.01(xiv) (a) Waivers and Defaults, none of the Parent Guarantor or its Significant Subsidiaries. No Obligor Joint Obligors nor any Significant Subsidiary of their respective Subsidiaries is in default default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Joint Obligor or such Significant any Subsidiary and no event or condition exists with respect to any Indebtedness of any Joint Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of paymentpayment dates. (b) Except for Liens securing Indebtedness existing prior to the date of this Agreement as disclosed in Schedule 5.153.01(xiv) – Existing Indebtedness, no Obligor none of the Joint Obligors nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor None of the Joint Obligors nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such any Joint Obligor or such Significant any Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such any Joint Obligor, except as disclosed in Schedule 5.153.01(xiv) – Existing Indebtedness.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than Indebtedness owing from the Parent Guarantor or any of its Subsidiaries to the Parent Guarantor or any such Subsidiaries) as of March 31, 2018 the date hereof (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of June 30, 2019, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 2019 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (ba) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (cb) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31, 2018 2017 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15 and except for amounts that may be borrowed under the Credit Agreement between the date of this Agreement and the Second Closing. No Obligor Neither the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (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 Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries in an aggregate principal amount exceeding $2,500,0000 as of March 31, 2018 (including descriptions the last business day of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)month immediately preceding the Closing, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries (other than changes in outstanding amounts, without change in the aggregate commitments in effect on such date, or changes in “floating” interest rates). No Obligor As of the last business day of the month immediately preceding the Closing, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in with respect to the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary the Company and its Subsidiaries in an aggregate outstanding principal amount exceeding $2,500,0000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor Neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant SubsidiarySubsidiary in an aggregate principal amount exceeding $2,500,0000, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.5.15 (as may be updated by the Company for a Closing pursuant to any Supplement executed and delivered in connection with such Closing). Blackrock Capital Investment Corporation Note Purchase Agreement

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note American Assets Trust, L.P. Note Purchase Agreement Parties and its Significant their Subsidiaries as of March 31June 30, 2018 2017 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Note Parties nor any Significant Subsidiary is a party to any Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien after the date of this representation that secures such Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of September 30, 2022, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $20,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $20,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $20,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March December 31, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefore, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. No Obligor Neither of the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, the Note Agreements and the Security Documents have been provided to each Purchaser. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 5.15, no Obligor neither of the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (cd) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31April 7, 2018 2025 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. The provisions of this clause (a) shall not apply to any Indebtedness consisting of repurchase agreements or other Indebtedness incurred in the ordinary course of business and secured solely by U.S. Treasury securities. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness. The provisions of this clause (b) shall not permitted apply to any Indebtedness consisting of repurchase agreements or other Indebtedness incurred in the ordinary course of business and secured solely by Section 10.5U.S. Treasury securities. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2016 (including descriptions a description of the obligors and obligeesborrower, principal amounts outstanding, any collateral the original lender therefor and any Guarantees the outstanding principal balance thereof, but excluding a general description of the primary collateral therefor, and a description of any intercompany IndebtednessGuaranty (other than any Bad Boy Guaranty) thereof), since which date there has been no Material change in the amounts, interest rates (other than (1) changes in line of credit balances arising in the ordinary course of business of the Company or a Subsidiary and (2) with respect to variable interest rates, changes in the underlying index rates), sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5except for Permitted Liens. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of ▇▇▇▇▇▇ REIT, the Parent Guarantor Company and its Significant Subsidiaries each Subsidiary as of March 31, 2018 2016 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereofGuaranties thereof (other than Guaranties of customary exceptions for fraud, but excluding any intercompany Indebtednessmisapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of ▇▇▇▇▇▇ REIT, the Parent Guarantor Company or its Significant Subsidiariesany Subsidiary. No Obligor Neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor ▇▇▇▇▇▇ REIT, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor ▇▇▇▇▇▇ REIT, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary has agreed or consented to cause or permit permit, at any time after the date of this Agreement, any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor Neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor ▇▇▇▇▇▇ REIT, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor▇▇▇▇▇▇ REIT or the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 5.17 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Neither Obligor nor any Significant Subsidiary of its Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.17, no neither Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Neither Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational documentOrganizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed specifically indicated in Schedule 5.155.17. (d) No Subsidiary of either Obligor is currently a guarantor with respect to any Indebtedness under the Existing Credit Facility, and neither Obligor nor any Subsidiary of either Obligor has granted any Lien on any of its Property in favor of the administrative agent or lenders securing any Indebtedness under the Existing Credit Facility. Section 5.18.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31September 30, 2018 2010 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Issuer, the General Partner and its Significant their Subsidiaries as of March 31, 2018 2019 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guarantee Obligations in respect thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Issuer, the General Partner and their Subsidiaries. No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiary any of their Subsidiaries and no event or condition exists with respect to any Indebtedness of any Obligor the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor none of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor nor None of the Issuer, the General Partner or any Significant Subsidiary of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Issuer, the General Partner or such Significant Subsidiaryany of their Subsidiaries, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligoreither the Issuer or the General Partner, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list description of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant their respective Subsidiaries as of March 31June 30, 2018 2012 (including descriptions a description of the obligors principal amount outstanding and obligeescollateral therefor, principal amounts outstandingif any, any collateral therefor and any Guarantees guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of . Neither the Parent Guarantor or its Significant Subsidiaries. No Obligor Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary of their respective Subsidiaries the outstanding principal amount of which exceeds $20,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed provided in the agreements and documents for the Indebtedness described in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.an Encumbrance which, individually or in the aggregate, is Material. Mid-America Apartments, L.P. Note Purchase Agreement (c) No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed referred to in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31April 28, 2018 2017 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Note Parties nor any Significant Subsidiary is a party to any Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien after the date of this representation that secures such Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant their Subsidiaries as of March December 31, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant their Subsidiaries. No Obligor None of the Parent, the Issuer nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of ‑7‑ any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor as of December 31, 2017, none of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted that secures Indebtedness, and since such date there have been (i) no Material changes in such Liens or such Indebtedness and (ii) no new Material Liens or Material Indebtedness secured by Section 10.5Liens have been incurred. (c) No Obligor None of the Parent, the Issuer nor any Significant Subsidiary of the Parent or the Issuer is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent, the Issuer or any Subsidiary, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Parent, the Issuer and its Significant the Subsidiaries as of March December 31, 2018 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Parent, the Issuer or its Significant the Subsidiaries. No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent, the Issuer or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (ba) Except as disclosed in Schedule 5.15, no Obligor nor none of the Parent, the Issuer or any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (cb) No Obligor nor None of the Parent, the Issuer or any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent, the Issuer or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Issuer, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than intercompany Indebtedness) as of March 31June 30, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or and its Significant Subsidiaries. No Obligor Neither the Parent nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent nor any Significant Subsidiary is a party to any instrument or agreement in respect of Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that is prohibited hereunder that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that is prohibited hereunder that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent or the Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Obligors and its Significant their Subsidiaries as of March 31, 2018 2009 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Contingent Obligations in respect thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Obligors or its Significant Subsidiariestheir Subsidiaries except as disclosed in Schedule 5.15. No Obligor Neither the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such any Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Obligors or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Obligors, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Note Parties and its Significant their Subsidiaries as of March 31July 1, 2018 2019 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor whether or not secured and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor any Note Party or its Significant Subsidiaries. No Obligor Neither the Note Parties nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any such Obligor Note Party or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor such Note Party or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Note Parties nor any Significant Subsidiary is a party to any Indebtedness pursuant to which it has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien after the date of this representation that American Assets Trust, L.P. Note Purchase Agreement secures such Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures such Indebtedness. (c) No Obligor Neither the Note Parties nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any such Obligor Note Party or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligora Note Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to this Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of______________ [insert last day of March 31, 2018 (including descriptions month immediately preceding the month of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)applicable Closing], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries (provided that the aggregate amount of all Indebtedness not listed on Schedule 5.15 to this Supplement does not exceed $50,000,000) as of the date of the Closing. No Obligor As of_____________ [insert last day of month immediately preceding the month of the applicable Closing], neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, no Obligor if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on EDGAR, neither the Company nor any Significant 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 10.5that secures Material Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary other Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant Subsidiaryother Obligor, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness for borrowed money of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) or as disclosed in any filing that the Company has made with the SEC on EDGAR.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31September 30, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)2013, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant any Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.1510.4, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed specifically indicated in Schedule 5.15. (a) Polaris Industries Inc. Private Placement Memorandum dated October, 2013 and the Company’s SEC filings referred to therein. (b) Polaris Industries Inc. Investor Presentation slides dated October 15, 2013. (c) Polaris Industries Inc. Annual Reports on Form 10-K for the fiscal years ended December 31, 2008, 2009, 2010, 2011 and 2012 (exhibits to reports not included). (d) Polaris Industries Inc. Annual Reports to Shareholders for the fiscal years ended December 31, 2011 and 2012. (e) Polaris Industries Inc. Current Report on Form 8-K dated November 12, 2013. (f) Polaris Industries Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013. (g) Polaris Industries Inc. 2013-2014 Due Diligence Operating Review slides dated December 4, 2013. 1. Polaris Acceptance Inc. Minnesota Corporation Polaris Industries Inc. (MN) 100.00% Yes 2. Polaris Industries Inc. Delaware Corporation Polaris Industries Inc. (MN) 100.00% Yes 3. Polaris Industries Manufacturing LLC Minnesota Limited Liability Company Polaris Industries. (DE) 100.00% Yes 4. Polaris Sales Inc. Minnesota Corporation Polaris Industries Inc. (DE) 100.00% Yes 5. Polaris Direct Inc. Minnesota Corporation Polaris Sales Inc. 100.00% Yes 6. Polaris Insurance Services LLC Minnesota Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 7. Polaris Sales Europe Inc. Minnesota Corporation Polaris Sales Inc. 100.00% Yes 8. Indian Motorcycle Company Delaware Corporation Polaris Industries Inc. (DE) 100.00% Yes 9. Indian Motorcycle International, LLC Delaware Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 10. Indian Motorcycle USA LLC Delaware Limited Liability Company Indian Motorcycle International, LLC 100.00% Yes 11. Resilient Technologies LLC Wisconsin Limited Liability Company Polaris Industries Inc. (DE) 100.00% Yes 12. Teton Outfitters, LLC Idaho Limited Liability Company Polaris Sales Inc. 100.00% Yes 13. Polaris Industries Holdco LP Cayman Islands Limited Partnership Polaris Sales Inc. 100.00% No 14. Polaris Industries Ltd. Manitoba, Canada Corporation Polaris Industries Inc. (DE) 100.00% No 15. Polaris Sales Australia Pty Ltd. Australia Corporation Polaris Sales Inc. 100.00% No 16. Polaris Britain Limited United Kingdom Corporation Polaris Industries Holdco LP 100.00% No 17. Polaris Scandinavia AB Sweden Corporation Polaris Britain Limited 100.00% No 18. Polaris Norway AS Norway Corporation Polaris Scandinavia AB 100.00% No 19. Polaris France France Corporation Polaris Britain Limited 100.00% No 20. ▇▇▇▇▇▇ Industrie S.A. France Corporation Polaris France 100.00% No 21. Polaris Germany GmbH Germany GmbH Polaris Britain Limited 100.00% No 22. Polaris Sales Spain, S.L. Spain SL Polaris Britain Limited 100.00% No 23. Polaris Sales Europe Sarl Switzerland Sarl Polaris Britain Limited 100.00% No 24. swissauto powersport LLC Switzerland Sarl Polaris Sales Europe Inc. 100.00% No

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness for borrowed money of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 the date hereof with an outstanding principal amount in amount equal to or in excess of $5,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities . As of the Indebtedness of date hereof, the Parent Guarantor or its Significant Subsidiaries. No Obligor nor any Significant Subsidiary is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any such Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary the Parent Guarantor has not agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor nor any Significant Subsidiary The Parent Guarantor is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiarythe Parent Guarantor, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, except as disclosed in Schedule 5.15. (d) Other than Indebtedness incurred pursuant to the Financing Documents, neither Secured Obligor has any Indebtedness outstanding, nor has any Secured Obligor created, incurred, assumed or guaranteed any Indebtedness. DB1/ 158720770.14

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 Material Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 29, 2018 (including descriptions 2023. As of June 29, 2023, neither the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Obligor or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Material Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) have caused one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 to this Supplement, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary Obligor is a party to, or otherwise subject to any provision contained in, any instrument evidencing Material Indebtedness of such Obligor the Company or such Significant SubsidiaryObligor, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.5.15 to this Supplement. EXHIBIT 1 TO SECOND SUPPLEMENT [FORM OF SERIES 2023A NOTE] THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE. OWL ROCK CAPITAL CORPORATION III 8.10% SERIES 2023A SENIOR NOTE DUE JUNE 29, 2028 No. [ ] [Date] $[ ] PPN 69122J B*6 FOR VALUE RECEIVED, the undersigned, OWL ROCK CAPITAL CORPORATION III (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on June 29, 2028 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of (a) 8.10% per annum as may be adjusted in accordance with Section 1.2 of the hereinafter defined Note Purchase Agreement, from the date hereof, payable semiannually, on the 29th day of June and December in each year, commencing with the June 29 or December 29 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Settlement Amount (if any), at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase Agreement). Payments of principal of, interest on and any Prepayment Settlement Amount or Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the Company in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to the Second Supplement, dated June 29, 2023, to the Master Note Purchase Agreement, dated July 21, 2022 (as from time to time amended, supplemented or modified, including by that certain First EXHIBIT 1 Supplement to Master Note Purchase Agreement, dated December 22, 2022, among the Company and each of the Additional Purchasers listed in Schedule A thereto, the “Note Purchase Agreement”), among the Company and the Additional Purchasers named therein. This Note and the holder hereof are entitled with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement (in the case of a transferee, to the extent required by Section 13.2 of the Note Purchase Agreement). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is a registered Note with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. OWL ROCK CAPITAL CORPORATION III By Name: Title: SCHEDULE 5.4 (i) Subsidiaries: SCHEDULE 5.4

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March July 31, 2018 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be updated by the Company for the Closing pursuant to any supplement executed and delivered in connection with the Closing) sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31, 2018 (including descriptions the last day of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness)month immediately preceding the Execution Date, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor As of the last day of the month immediately preceding the Execution Date, neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.. TriplePoint Venture Growth BDC Corp. Note Purchase Agreement (b) Except as disclosed in Schedule 5.155.15 (as may be updated by the Company for the Closing pursuant to any supplement executed and delivered in connection with the Closing), no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.155.15 (as may be updated by the Company for the Closing pursuant to any supplement executed and delivered in connection with the Closing) .

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

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March 31June 30, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.that secures Indebtedness. MSC Industrial Direct Co., Inc. Note Purchase Agreement (c) No Obligor Neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of August 31, 2012, (1) a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Restricted Subsidiaries as (other than Indebtedness of March 31, 2018 a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $10,000,000 (or its equivalent in the relevant currency of payment) (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guarantee thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the such Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesRestricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $10,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. No Obligor Neither the Company nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Restricted Subsidiary having an outstanding principal amount in excess of $10,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Company nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.4. (c) No Obligor Neither the Company nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in Schedule 5.15the Bank Credit Agreement.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March December 31, 2018 2012 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefore, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. No Obligor Neither of the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, the Note Agreements and the Security Documents have been provided to each Existing Noteholder. (c) Except for Permitted Liens identified in Sections 10.3(b) to 10.3(n), inclusive, and except as disclosed in Schedule 5.15, no Obligor neither of the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (cd) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31June 30, 2018 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Subsidiary the outstanding principal amount of which exceeds $2,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness that is not permitted by Section 10.2 (other than 10.2(e)) or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness that is not permitted by Section 10.510.2 (other than 10.2(e)). (c) No Obligor Neither the Parent Guarantor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries as of March December 31, 2018 2004 (including descriptions a description of the obligors and obligeesobligors, principal amounts outstandingamount outstanding and collateral therefore, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtedness), if any) since which date there has been no Material change increase in the amounts, interest rates, sinking funds, funds or installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant SubsidiariesSubsidiaries or any Material increase in the frequency of any installment payments or any Material shortening of the maturities of any such Indebtedness. No Obligor Neither of the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) True and complete copies of the Credit Agreement, the Note Agreements and the Security Documents have been provided to each Purchaser. (c) Except as disclosed in Schedule 5.15, no Obligor neither of the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.510.3. (cd) No Obligor Neither the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, of or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in specifically indicated on Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31, 2018 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, Terreno Realty LLC Note Purchase Agreement sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 the Effective Date (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereofGuarantees, but excluding any intercompany Indebtednessin such general detail as disclosed in such Person’s public filings), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither the Parent nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, the Parent or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries (other than Indebtedness owed by the Guarantor and/or its Subsidiaries to the Guarantor and/or its Subsidiaries) as of March 31June 30, 2018 2005 (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor Neither of the Obligors nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such either Obligor or such Significant Subsidiary Subsidiary, and no event or condition exists with respect to any Indebtedness of any either Obligor or any Significant Subsidiary Subsidiary, the outstanding principal amount of which exceeds U.S.$500,000, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither of the Obligors nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither of the Obligors nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such either Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such either Obligor, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Restricted Subsidiaries as of March 31, 2018 the dates set forth therein (including descriptions a description of the obligors and obligees, principal amounts outstandingamount outstanding and collateral therefor, any collateral therefor if any, and any Guarantees Guaranty thereof, but excluding any intercompany Indebtednessif any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Restricted Subsidiaries. No Obligor Neither the Parent Guarantor nor any Significant Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor or such Significant Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor or any Significant Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor nor any Significant Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor Neither the Parent Guarantor nor any Significant Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent Guarantor or such Significant Restricted Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Parent Guarantor or the Company, except as disclosed specifically indicated in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Company and its Significant Subsidiaries for borrowed money as of March 31, 2018 the Closing Date (and after giving effect to the incurrence and repayment of Indebtedness occurring on the Closing Date) the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Company or its Significant Subsidiaries. No Obligor The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of the Closing Date not set forth in Schedule 5.15 does not exceed $10,000,000. Neither the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.155.15 as of the Closing Date, no Obligor neither the Company nor any Significant Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor As of the Closing Date, neither the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational documentOrganizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorthe Company, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31September 30, 2018 2017 (including descriptions of the obligors and obligeesobligees (or any agent, trustee, or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant SubsidiariesSubsidiaries (other than Indebtedness under this Agreement and the Notes and Indebtedness represented by additional borrowings, if any, under the Bank Credit Agreement). No Obligor Neither the Parent nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness. (c) No Obligor Neither the Parent nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor the Parent or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligorany Credit Party, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor Guarantor, the Company and its Significant Subsidiaries as of March 31June 30, 2018 2021 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees Guaranties thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor Guarantor, the Company or its Significant Subsidiaries. No Obligor Neither the Parent Guarantor, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor the Parent Guarantor, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor the Parent Guarantor, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither the Parent Guarantor, the Company nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5that secures Indebtedness other than Permitted Liens. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of ▇▇▇▇▇▇ REIT, the Parent Guarantor Company and its Significant Subsidiaries each Subsidiary as of March 31September 30, 2018 2015 (including descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amounts outstanding, any collateral therefor and any Guarantees thereofGuaranties thereof (other than Guaranties of customary exceptions for fraud, but excluding any intercompany Indebtednessmisapplication of funds, environmental indemnities and other similar customary exceptions to recourse liability or exceptions relating to bankruptcy, insolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of ▇▇▇▇▇▇ REIT, the Parent Guarantor Company or its Significant Subsidiariesany Subsidiary. No Obligor Neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor ▇▇▇▇▇▇ ▇▇▇▇, the Company or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor ▇▇▇▇▇▇ REIT, the Company or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary has agreed or consented to cause or permit permit, at any time after the Execution Date, any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5this Agreement. (c) No Obligor Neither ▇▇▇▇▇▇ REIT, the Company nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor ▇▇▇▇▇▇ REIT, the Company or such Significant Subsidiary, any agreement relating thereto or any other agreement (including including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor▇▇▇▇▇▇ REIT or the Company, except as disclosed in Schedule 5.15.