Common use of Existing Indebtedness; Future Liens Clause in Contracts

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), 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 Company or its Subsidiaries 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. 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 Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30January 3, 2006, which individually has 2010 in an aggregate outstanding principal amount in excess of at least $500,000 10,000,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Guaranty thereof, if any), from since which date (i) to the Closing Execution Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries 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. 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 and (ii) to the Closing Date, neither there has there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and as of the Closing Date, no event or condition exists with respect to any such Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of Neither the Company and nor any of its Subsidiaries has outstanding any Indebtedness except as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), 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 Company or its Subsidiaries 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 unsecuredpermitted by Section 10.3. 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists on the date of this Agreement (with respect to the making of this representation at the time of the signing of this Agreement) or on the Closing Day with respect to the issuance of any Notes (in the case of the making of this representation on such Closing Day) with respect to any Indebtedness of the Company or any SubsidiarySubsidiary the outstanding principal amount of which (a) individually exceeds $10,000,000, or (b) in the aggregate exceeds $40,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. As payment (other than (i) secured Indebtedness that becomes due as a result of June 30the voluntary sale or transfer of the property or assets securing such Indebtedness, 2006 (ii) any Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 10.1, (iii) any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms, (iv) any such Indebtedness that is mandatorily prepayable prior to the aggregate amount scheduled maturity thereof with the proceeds of all the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, and (v) any redemption, conversion or settlement of any such Indebtedness that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of a type that constitutes an Event of Default, so long as, in any case described in clauses (i) through (v), the Company is not in default with respect to its obligations to make payment of such Indebtedness or reimbursement obligation when due (within any applicable grace period) and its Subsidiary Guarantors did such event shall not exceed $2,000,000have otherwise resulted in an event of default with respect to such Indebtedness, or reimbursement obligation).

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2017 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30December 31, 20062017 prepared in accordance with GAAP, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or and its Subsidiaries 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(excluding commercial paper). 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 (b) The Company has not agreed or consented to cause or permit in the future (upon the happening of June 30a contingency or otherwise) any of its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien not permitted by the aggregate amount Mortgage. (c) Except for the Second Amended and Restated Credit Agreement, dated as of all other August 1, 2011, as amended, among Pepco Holdings LLC, the Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company and or any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Subsidiary Guarantors did not exceed $2,000,000charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company. Section 5.16.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries for borrowed money as of June 30, 2006, which individually has an the applicable Closing Day (and after giving effect to the incurrence and repayment of Indebtedness occurring on the relevant Closing Day) the outstanding principal amount in excess of which exceeds $500,000 10,000,000 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranties thereof, if any), from since 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 Company or its Subsidiaries or the incurrence Subsidiaries. The aggregate amount 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. 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 all outstanding Indebtedness of the Company or and its Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in the aggregate principal amount of $25,000,000. As as of the relevant Closing DateDay not set forth in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Series P Closing, neither provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) does not exceed $10,000,000. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 3029, 2006, which individually has 2014 in an aggregate outstanding principal amount in excess of at least $500,000 10,000,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Guaranty thereof, if any), from since which date (i) to the Closing Execution Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries 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. 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 and (ii) to the Closing Date, neither there has there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and as of the Closing Date, no event or condition exists with respect to any such Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 2020 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranties thereof, if any), from since 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 Company or its Subsidiaries 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 unsecuredSubsidiaries. 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of June 30its Property, 2006 whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the aggregate amount future (upon the happening of all other a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company and or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Subsidiary Guarantors did not exceed $2,000,000Organizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company or any Subsidiary, except as disclosed in Schedule 5.15. Section 5.16.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and any Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 $25,000,000Subsidiaries. As of the Closing Date, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as and, to the knowledge of the Closing DateCompany, no event or condition exists with respect to any Indebtedness of the Company or any 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 [ADD ANY ADDITIONAL REPRESENTATIONS AS APPROPRIATE AT THE TIME THE SERIES NOTES ARE ISSUED] [FORM OF SERIES NOTE] THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW, INCLUDING PURSUANT TO RULE 144 OR RULE 144A. SILVER POINT SPECIALTY CREDIT FUND, L.P. [ ]% SERIES _____ SENIOR NOTE DUE [ , ] No. [ ] [Date] $[ ] PPN[ ] FOR VALUE RECEIVED, the undersigned, [SILVER POINT SPECIALTY CREDIT FUND, L.P. (herein called the “Company”), a limited partnership organized and existing under the laws of June the State of Delaware,] [TO BE UPDATED AS NECESSARY FOLLOWING BDC CONVERSION] hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of [ ]% per annum, 2006 as may be adjusted in accordance with Section 1.2 of the aggregate amount Master Note Purchase Agreement (as hereinafter defined), from the date hereof, payable semiannually, on the [ ] day of [ ] and [ ] in each year, commencing with the [ ] or [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount or Prepayment Settlement Amount, at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Master Note Purchase Agreement), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount or Prepayment Settlement Amount with respect to this Note are to be made in lawful money of the United States of America at [ ] or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Master Note Purchase Agreement referred to below. Exhibit 1 (to Supplement) This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Master Note Purchase Agreement, dated November 4, 2021] (as from time to time amended, the “Master Note Purchase Agreement”), among the Company the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Master Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Indebtedness Notes of all series from time to time outstanding under the Master Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Master Note Purchase Agreement, (ii) made the representation set forth in Section 6.2 of the Master Note Purchase Agreement and (iii) agreed that any transfer or other disposition of this Note is otherwise subject to the terms and conditions contained in the Master Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Master Note Purchase Agreement. This Note is a registered Note and, as provided in the Master Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered in the register maintained by the Company as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note and the holder hereof are entitled equally and ratably with the holders of all of the Notes to the rights and benefits provided pursuant to the terms and provisions of each Subsidiary Guarantee (as such term is defined in the Master Note Purchase Agreement), if any. Reference is hereby made to the foregoing for a statement of the nature and extent of the benefits for the Notes afforded thereby and the rights of the holders of the Notes. This Note is subject to [mandatory] [optional] prepayment, in whole or from time to time in part, at the times and on the terms specified in the Master Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Master Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and its Subsidiary Guarantors did not exceed $2,000,000.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 application of the laws of a jurisdiction other than such State. SILVER POINT SPECIALTY CREDIT FUND, L.P. BY: SILVER POINT SPECIALTY CREDIT FUND GP, LLC By: Name: Title: [TO BE UPDATED AS NECESSARY FOLLOWING BDC CONVERSION SILVER POINT SPECIALTY CREDIT FUND, L.P. 0 Xxxxxxxxx Xxxxx, Xxxxx Floor Greenwich, CT 06830 INFORMATION RELATING TO PURCHASERS PRINCIPAL AMOUNT AND TRANCHE OF NAME AND ADDRESS OF PURCHASER SERIES 2021A SENIOR NOTES TO BE PURCHASED TRANCHE A TRANCHE B EQUITABLE FINANCIAL LIFE INSURANCE COMPANY $ 5,000,000 $ 0 0000 XXX Xxxxx Suite 150, ME.431 Charlotte, North Carolina 28262 Account (s): Equitable Financial Life Insurance Company IRS Employer Identification Number: 00-000-0000 Private Placement notes issued in the name of Equitable Financial Life Insurance Company Bond Delivery Instructions: Equitable Financial Life Insurance Company 0000 XXX Xx. Suite 150, ME.431 Charlotte, North Carolina 28262 Attention: Xxx Xxxxxx Telephone Number: 000-000-0000

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of August 31, 2012, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 10,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of Xxxxxx REIT, the Company and its Subsidiaries each Subsidiary as of June 30March 31, 2006, which individually has an outstanding principal amount in excess of $500,000 2016 (including a description descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amount outstanding amounts outstanding, any collateral therefor and collateral thereforany Guaranties thereof (other than Guaranties of customary exceptions for fraud, if anymisapplication of funds, environmental indemnities and Guarantee thereofother similar customary exceptions to recourse liability or exceptions relating to bankruptcy, if anyinsolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), from since 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 Xxxxxx REIT, the Company or its Subsidiaries or the incurrence of any additional Indebtedness with an aggregate principal amount in excess of $500,000Subsidiary. Neither Xxxxxx REIT, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecured. 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 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 Xxxxxx REIT, the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of Xxxxxx REIT, the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of April 30, 2009, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 10,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of (i) the Company and its Subsidiaries (other than Xxxxxx’x and its Subsidiaries) as of June 30September 29, 20062010 and (ii) Xxxxxx’x and its Subsidiaries as of October 10, which individually has an outstanding principal amount 2010 (including, in excess of $500,000 (including each case, a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Guaranty thereof, if any), from since 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 Company or its Subsidiaries or (including, for avoidance of doubt, Xxxxxx’x and its Subsidiaries), other than 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, the loans under the Bank Credit Agreement and whether such Indebtedness are secured or unsecured. 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 use of such Indebtedness loan proceeds to repay all revolving loans and other extensions of the Company or its Subsidiaries other than a scheduled payment credit under the Existing Note Purchase Agreement Credit Agreement, each as described in the aggregate principal amount of $25,000,000Section 4.7. As of the Closing Date, neither Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as such Schedule may be updated pursuant to Section 4.1(a)) sets forth a complete and correct list of all outstanding Indebtedness of Xxxxxx REIT, the Company and its Subsidiaries each Subsidiary as of June September 30, 2006, which individually has an outstanding principal amount in excess of $500,000 2015 (including a description descriptions of the obligors and obligeesobligees (or the agent, trustee or other entity acting in a similar capacity), principal amount outstanding amounts outstanding, any collateral therefor and collateral thereforany Guaranties thereof (other than Guaranties of customary exceptions for fraud, if anymisapplication of funds, environmental indemnities and Guarantee thereofother similar customary exceptions to recourse liability or exceptions relating to bankruptcy, if anyinsolvency, receivership or other similar events, provided that the obligations under such Guaranty have not become due and payable)), from since 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 Xxxxxx REIT, the Company or its Subsidiaries or the incurrence of any additional Indebtedness with an aggregate principal amount in excess of $500,000Subsidiary. Neither Xxxxxx REIT, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecured. 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 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 Xxxxxx XXXX, the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of Xxxxxx REIT, the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of December 31, 2014, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2021 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30December 31, 20062021 prepared in accordance with GAAP, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or and its Subsidiaries 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(excluding commercial paper). 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 (b) The Company has not agreed or consented to cause or permit in the future (upon the happening of June 30a contingency or otherwise) any of its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien not permitted by the aggregate amount Mortgage. (c) Except for the Credit Agreement, dated as of all other February 1, 2022, among Pepco Holdings LLC, the Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company and or any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Subsidiary Guarantors did not exceed $2,000,000charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company. Section 5.16.

Existing Indebtedness; Future Liens. (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 Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

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 Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

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 Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

Existing Indebtedness; Future Liens. 11 (a) Except as described therein, Schedule 5.15 5.17 sets forth a complete and correct list of all outstanding Indebtedness of the Company Parent Guarantor and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 2016 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranties thereof, if any), from since 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 Company Parent Guarantor or its Subsidiaries or the incurrence Subsidiaries. Neither Obligor nor any 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. 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 Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company either Obligor or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company either Obligor or any 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 (b) Except as disclosed in Schedule 5.17, neither Obligor nor any Subsidiary has agreed or consented to cause or permit any of June 30its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the aggregate amount future (upon the happening of all other a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness. (c) Neither Obligor nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organizational Document) which limits the Company amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as specifically indicated in Schedule 5.17. (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 Subsidiary Guarantors did not exceed $2,000,000Property 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 forth, as of June 30, 2019, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

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 Company Issuer and its Subsidiaries as of June 30, 2006, which individually has an the outstanding principal amount in excess of which exceeds $500,000 1,000,000 as of August 25, 2018 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranty thereof, if any), from since 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 Company or its Subsidiaries 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. From June 30, 2006 to the Closing Date, there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company Issuer or its Subsidiaries other than a scheduled payment under Subsidiaries. Solely with respect to the Existing Note Purchase Agreement in representations made on the aggregate Series A Closing Day, the outstanding principal amount of $25,000,000. As Indebtedness of the Closing Date, neither Issuer and its Subsidiaries not set forth on Schedule 5.15 hereto does not exceed $15,000,000 in the Company aggregate. Neither the Issuer nor any 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 such Indebtedness of the Company Issuer or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company Issuer or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of September 30, 2021, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 (as may be updated by the Company for each Closing) sets forth a complete and correct list as of February 2, 2023 of all outstanding Material Indebtedness for borrowed money of the Company and its Subsidiaries (provided that the aggregate amount of all Indebtedness for borrowed money not listed on Schedule 5.15 does not exceed $100,000,000) as of June 30February 2, 2006, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from 2023 since 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 Material Indebtedness of the Company or its Subsidiaries 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. 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 $25,000,000Subsidiaries. As of the Closing DateFebruary 2, 2023 neither the Company nor any Subsidiary (other than Immaterial Subsidiaries) is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as and, to the knowledge of the Closing DateCompany, no event or condition exists with respect to any Material Indebtedness of the Company or any Subsidiary, Subsidiary (other than Immaterial Subsidiaries) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30March 31, 2006, which individually has an outstanding principal amount in excess of $500,000 2022 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranties thereof, if any), from since 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 Company or its Subsidiaries 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 unsecuredSubsidiaries. 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of June 30its Property, 2006 whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the aggregate amount future (upon the happening of all other a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company and or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Subsidiary Guarantors did not exceed $2,000,000Organizational Documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company or any Subsidiary, 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 Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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. 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.

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 Company Borrower and each of its Consolidated Subsidiaries as of June 30January 25, 20062010 (including, which individually has an outstanding principal amount in excess the case of $500,000 (including material Indebtedness, a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Contingent Obligations in respect thereof, if any), from since which date to the Closing Date there has been no Material material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company Borrower or its Subsidiaries or Consolidated Subsidiaries, other than the incurrence repayment and refinancing of any additional Indebtedness with an aggregate principal amount the Debt evidenced by the Existing Credit Agreement and repayment of the Senior Notes as contemplated in excess of $500,000, specifying in each case, whether such Indebtedness are obligations of which Subsidiary, and whether such Indebtedness are secured or unsecuredthe Recitals hereto. From June 30, 2006 After giving effect to the Closing Date, there has been no Material change in transactions contemplated by 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 DateLoan Documents, neither the Company Borrower nor any 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 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 Indebtedness of the Company or such Subsidiary has been issued and as of the Closing Date, 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 the Company or any Subsidiarysuch Indebtedness, that would permit (or that 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. 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (excluding (x) Indebtedness owing by any Subsidiary to another Subsidiary or to the Company and (y) for the avoidance of doubt, any operating lease obligations) as of June 304, 2006, which individually has an outstanding principal amount in excess of $500,000 2010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Guaranty Obligations thereof, if any) the outstanding principal amount of which exceeds $1,500,000 (or its equivalent in other currencies), from since 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 Company or its Subsidiaries or the incurrence Subsidiaries. The aggregate amount 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. 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 all outstanding Indebtedness of the Company and its Subsidiaries not set forth on Schedule 5.15 does not exceed $15,000,000 (or its Subsidiaries equivalent in other than a scheduled payment under the Existing Note Purchase Agreement in the aggregate principal amount of $25,000,000currencies). As of the Closing Date, neither Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary the outstanding principal amount of which exceeds $10,000,000 and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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 unsecuredSubsidiaries. 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] INTERNATIONAL SPEEDWAY CORPORATION % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, International Speedway Corporation, a Florida corporation (herein called the “Company”), a corporation organized and existing under the laws of June 30the State of , 2006 hereby promises to pay to [ ], or registered assigns, the aggregate amount principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30 day months) (a) on the unpaid balance hereof at the rate of ____% per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A. 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 a Supplement to the Note Purchase Agreement dated as of [ , ] (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Indebtedness 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, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. 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 registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or 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. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] 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. Pursuant to the Subsidiary Guaranty Agreement dated as of [ , ] (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guarantors did not exceed $2,000,000.Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, 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 parties 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 require the application of the laws of a jurisdiction other than such State. INTERNATIONAL SPEEDWAY CORPORATION By Name: Title:

Existing Indebtedness; Future Liens. (a) Except as described thereinwith respect to the Obligations, Schedule 5.15 4.13(a) sets forth a complete and correct list of all outstanding Material Indebtedness and tax-equity financing facilities of the Company Ultimate Parent and its Subsidiaries as of June 30, 2006, which individually has an outstanding principal amount in excess of $500,000 the Closing Date (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral thereforany Guaranty thereof). Except as would not, if any, and Guarantee thereof, if any), from which date to the Closing Date there has been no Material change individually or in the amountsaggregate, interest ratesreasonably be expected to have a Material Adverse Effect, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries 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. 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 Loan Party nor any Subsidiary is in default of, and no waiver of default is currently in effecteffect with respect to, in the payment of any principal or interest on any such Indebtedness of the Company such Loan Party or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company such Loan Party or any 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 (b) Except as disclosed on Schedule 4.13(b) or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party nor any Subsidiary has agreed or consented to cause or permit any of June 30its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien prohibited by this Agreement that secures Indebtedness or to cause or permit in the aggregate amount future (upon the happening of all other a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien prohibited by this Agreement that secures Indebtedness. (c) Except with respect to the Obligations, neither no Loan Party nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Loan Party or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other Organizational Document) which limits the Company and its Subsidiary Guarantors did not exceed $2,000,000.amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Loan Party or such Subsidiary, except as disclosed in Schedule 4.13(c) or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 4.14

Existing Indebtedness; Future Liens. (a) Except as described thereinThe Company’s Form 10-K for the fiscal year ended December 31, Schedule 5.15 2022 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30December 31, 20062022 prepared in accordance with GAAP, which individually has an outstanding principal amount in excess of $500,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or and its Subsidiaries 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(excluding commercial paper). 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 Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any 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 (b) The Company has not agreed or consented to cause or permit in the future (upon the happening of June 30a contingency or otherwise) any of its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien not permitted by the aggregate amount Mortgage. (c) Except for the Credit Agreement, dated as of all other February 1, 2022, among the Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company and or any Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Subsidiary Guarantors did not exceed $2,000,000charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 3028, 2006, which individually has 2015 in an aggregate outstanding principal amount in excess of at least $500,000 10,000,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Guaranty thereof, if any), from since which date (i) to the Closing Execution Date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries 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. 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 and (ii) to the Closing Date, neither there has there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and as of the Closing Date, no event or condition exists with respect to any such Indebtedness of the Company or any 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.

Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth forth, as of December 31, 2014, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as (other than Indebtedness of June 30, 2006, which individually has a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal amount balance in excess of $500,000 20,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), from since 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 Company or its Subsidiaries 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. 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 Restricted Subsidiaries other than a scheduled payment under the Existing Note Purchase Agreement in and (2) the aggregate principal amount of $25,000,000. As outstanding Indebtedness of the Closing DateCompany and its Restricted Subsidiaries in respect of obligations that, neither 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. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company or such Restricted Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary, 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 -9- such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. As (b) Except as disclosed in Schedule 5.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit in the future (upon the happening of June 30a contingency or otherwise) any of its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4. (c) Neither the aggregate amount of all other Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except for the Bank Credit Agreement and its Subsidiary Guarantors did not exceed $2,000,000.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 the Bank Credit Agreement. Section 5.16

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 Company Parent Guarantor and its Subsidiaries as of June September 30, 2006, which individually has an outstanding principal amount in excess of $500,000 2015 (including a description descriptions of the obligors and obligees, principal amount outstanding amounts outstanding, any collateral therefor and collateral therefor, if any, and Guarantee any Guaranties thereof, if any), from since 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 Company Parent Guarantor or its Subsidiaries or the incurrence Subsidiaries. Neither Obligor nor any 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. 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 Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness of the Company either Obligor or such Subsidiary and as of the Closing Date, no event or condition exists with respect to any Indebtedness of the Company either Obligor or any 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 (b) Except as disclosed in Schedule 5.17, neither Obligor nor any Subsidiary has agreed or consented to cause or permit any of June 30its property, 2006 whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the aggregate amount future (upon the happening of all other a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness. (c) Neither Obligor nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other Organizational Document) which limits the Company amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as specifically indicated in Schedule 5.17. (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 Subsidiary Guarantors did not exceed $2,000,000Property in favor of the administrative agent or lenders securing any Indebtedness under the Existing Credit Facility. Section 5.18.