Common use of Representations and Warranties of the Borrower Clause in Contracts

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the Effective Date and the Closing Date as follows: (a) The Each of the Borrower and the Guarantor is (i) a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, . Each of the Borrower and (ii) the Guarantor is duly qualified and in good standing as a foreign corporation authorized to do business as a foreign organization in each jurisdiction (other than its jurisdiction of incorporation) in which the nature of the business conducted its activities or the property owned, operated character of the properties it owns or leased by it requires leases make such qualification, except where qualification necessary and in which the failure so to so qualify would not materially adversely affect its businesshave a material adverse effect on the financial condition or operations of the Consolidated Group, condition (financial or otherwise), operations or propertiestaken as a whole. (bi) The execution, delivery and performance by (x) the Borrower of this Agreement and each Loan Document to which it isof the Notes, or is to becomeif any, a party, delivered hereunder are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational corporate action and do not contravene (iA) the Borrower’s organizational documents, (ii) law applicable to the Borrower certificate of incorporation or its properties, by-laws or (iiiB) any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any material contractual or legal restriction binding on or affecting the Borrower and (y) the Guarantor of the Guaranty are within the Guarantor’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (A) the Guarantor’s certificate of incorporation or its properties. by-laws or (cB) No any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any material contractual restriction binding on or affecting the Guarantor; (ii) no authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it isthe Notes, if any, or is to becomeby the Guarantor of the Guaranty, a party, in each case except for the FERC Authorization, which has such as have been duly obtained, obtained or made and is are in full force and effect. ; and (diii) This this Agreement is and each of the other Loan Documents to which it isNotes, or is to becomewhen delivered hereunder, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower and the Guaranty will be the legal, valid and binding obligation of the Guarantor, enforceable against the Borrower or the Guarantor, as applicable, in accordance with its their respective terms, subject, however, subject to any applicable bankruptcy, reorganization, rearrangementinsolvency, moratorium or similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity. (ec) The Guarantor’s most recent annual report on Form 10-K, containing the consolidated balance sheet of the Guarantor and its Subsidiaries, and the related consolidated statements of income and of cash flows of the Guarantor and its Subsidiaries, copies of which have been furnished to each Lender pursuant to Section 5.01(e)(ii) or as otherwise furnished to the Lenders (including by posting on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), fairly present the consolidated financial statements condition of the Borrower Guarantor and its Subsidiaries as at the date of December 31, 2023, such balance sheet and for the year ended on such date, as set forth in consolidated results of operations of the Borrower’s Annual Report on Form 10-K Guarantor and its Subsidiaries for the fiscal year ended on such date, as filed all in accordance with the SECgenerally accepted accounting principles consistently applied. (d) There is no pending or, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in to the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such dateknowledge, as filed with the SECthreatened claim, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition action or proceeding affecting any member of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, Consolidated Group which could reasonably be expected to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no have a material adverse change in effect on the financial condition or operations of the Borrower. (f) Except Consolidated Group, taken as disclosed in the Disclosure Documentsa whole, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that which could reasonably be expected to have a Material Adverse Effect. There affect the legality, validity or enforceability of this Agreement; and to the Borrower’s knowledge, each member of the Consolidated Group has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred complied, and is continuing that constitutes an Event of Default or that would constitute an Event of Default but in compliance, with all applicable laws, rules, regulations, permits, orders, consent decrees and judgments, except for the requirement that notice be given or time elapse or both. (h) The Borrower is any such matters which have not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockhad, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could would not reasonably be expected to result have, a material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole. (e) The Borrower and the ERISA Affiliates have not incurred and are not reasonably expected to incur any material liability in a Material Adverse Effectconnection with their Single Employer Plans or Multiple Employer Plans, no other than ordinary liabilities for benefits; neither the Borrower nor any ERISA Termination Event Affiliate has occurred, incurred or is reasonably expected to occur, with respect incur any material withdrawal liability (as defined in Part I of Subtitle E of Title IV of ERISA) to any Multiemployer Plan; and no Multiemployer Plan of the Guarantor or any ERISA PlanAffiliate is reasonably expected to be terminated, within the meaning of Title IV of ERISA. For purposes of this Section 4.01(e), references to the Borrower prior to the Closing Date shall be deemed to be references to the Guarantor. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (of) The Borrower has implemented and maintains in effect will maintain policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, officers and employees and agents with applicable Anti-Corruption Laws and applicable SanctionsSanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of the Borrower, its Subsidiaries and their respective officers and employees andBorrower or any Subsidiary or, to the knowledge of the Borrower, its directors and agentsany director, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof officer or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent employee of the Borrower or any Subsidiary that will act in any capacity acting in connection with or benefit benefitting from the credit facility established hereby, is a Sanctioned Person. No Borrowing borrowing of Advances will be made by the Borrower (A) for the purpose of an offer, payment, promise to pay, or Letter authorization of Credit the payment or use giving of proceeds thereof money, or other transaction contemplated by this Agreement will violate anything else of value, to any Person, in violation of applicable Anti-Corruption Laws or (B) for the purpose of financing, funding or facilitating unauthorized transactions with any Sanctioned Person. To the knowledge of the Borrower, no transactions undertaken by the Borrower hereunder will be undertaken in violation of applicable SanctionsAnti-Corruption Laws or Sanctions Laws. For purposes of this Section 4.01(f), references to the Borrower, prior to the Closing Date, shall be deemed to be references to the Guarantor. (pg) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements The proceeds of the Borrower or such ERISA Affiliate, as applicable, Advances will be used in accordance with GAAPSection 2.18. (qh) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing hereunder will be used to buy or carry any Margin Stock in violation of Regulation U. (i) Neither the Guarantor nor the Borrower is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (j) Immediately after the consummation of the Transactions to occur on the Closing Date, the Target Acquisition and the other transactions contemplated by the Purchase Agreement, each of the Guarantor and its Subsidiaries have filed all federaland the Borrower and its Subsidiaries, state and other Tax returns and reports required to be filedin each case on a consolidated basis, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis Solvent.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Each of the Borrower is and each Material Subsidiary: (i) is a corporation or other entity duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization, and ; (ii) duly has all requisite corporate or if the Material Subsidiary is not a corporation, other comparable power necessary to own its assets and carry on its business as presently conducted; (iii) has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as presently conducted, if the failure to have any such license, authorization, consent or approval is reasonably likely to have a Material Adverse Effect and except as disclosed to the Agent in the SEC Reports or by means of a letter from the Borrower to the Lenders (such letter, if any, to be delivered to the Agent for prompt distribution to the Lenders) delivered prior to the execution and delivery of this Agreement (which, in each case, shall be satisfactory to each Lender in its sole discretion) and except that (A) APS from time to time may make minor extensions of its lines, plants, services or systems prior to the time a related franchise, certificate of convenience and necessity, license or permit is procured, (B) from time to time communities served by APS may become incorporated and considerable time may elapse before such a franchise is procured, (C) certain such franchises may have expired prior to the renegotiation thereof, (D) certain minor defects and exceptions may exist which, individually and in the aggregate, are not material and (E) certain franchises, certificates, licenses and permits may not be specific as to their geographical scope); and (iv) is qualified to do business as a foreign organization in each jurisdiction all jurisdictions in which the nature of the business conducted or the property owned, operated or leased by it requires makes such qualification, except qualification necessary and where failure so to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesis reasonably likely to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each this Agreement and the other Loan Document to which it isDocuments, or is to become, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene or did not (i) contravene the Borrower’s organizational documentsarticles of incorporation or by-laws, (ii) law contravene any Law, decree, writ, injunction or determination of any Governmental Authority, in each case applicable to or binding upon the Borrower or any of its properties, or (iii) contravene any contractual or legal restriction binding on or affecting the Borrower or its properties(iv) cause the creation or imposition of any Lien upon the assets of the Borrower or any Material Subsidiary, except for Liens created under this Agreement and except where such contravention or creation or imposition of such Lien is not reasonably likely to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement has been, and each of the other Loan Documents to which it isupon execution and delivery will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and each of the other Loan Documents upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws Laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsthat: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware, with all requisite corporate power and authority necessary to own and service the Loan Assets and the Collateral and to conduct its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the such business is presently conducted or the property owned, operated or leased by it requires such qualification, except where failure and to so qualify would not materially adversely affect enter into and perform its business, condition (financial or otherwise), operations or propertiesobligations pursuant to this Agreement. (b) The Borrower (i) has the power, authority and legal right to (x) execute and deliver this Agreement; and (y) perform and carry out the terms of this Agreement and the Loan and Servicing Agreement as supplemented by this Agreement and the transactions contemplated thereby, and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Loan and Servicing Agreement as supplemented by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesthis Agreement. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this This Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, the Borrower and this Agreement is, and upon execution the Loan and delivery thereof each other Loan Document will be, Servicing Agreement as supplemented by this Agreement constitute the legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with its their respective terms, subjectexcept as the enforceability hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity. (d) No consent of any other party and no consent, howeverlicense, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by the Borrower of this Agreement or the Loan and Servicing Agreement as supplemented by this Agreement or the validity or enforceability of this Agreement or the Loan and Servicing Agreement as supplemented by this Agreement, other than such as have been met or obtained and are in full force and effect, in each case, other than those consents, approvals, registrations, filings or actions the failure of which to any applicable bankruptcy, reorganization, rearrangement, moratorium obtain or similar laws affecting generally make could not reasonably be expected to materially impact the enforcement of creditors’ rights and remedies of the Collateral Agent, the Administrative Agent, any Lender and the Secured Parties with respect to general principles matters arising under this Agreement or any other Transaction Document or the ability of equity (regardless any of whether enforceability the Borrower to perform its obligations under this Agreement or any other Transaction Document to which it is considered in a proceeding in equity or at law)party. (e) The consolidated financial statements execution, delivery and performance of this Agreement, the Loan and Servicing Agreement as supplemented by this Agreement, and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Borrower’s certificate of formation or the Operating Agreement, (ii) result in the creation or imposition of any Lien on the Collateral other than Permitted Liens, (iii) violate any Applicable Law in any material respect, or (iv) violate any contract or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrowermay be bound. (f) Except as disclosed in the Disclosure Documents, there There is no litigation, proceeding or investigation pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees andor, to the knowledge of the Borrower, its directors and agents, are threatened in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) writing against the Borrower, any Subsidiary thereof Borrower or any of their respective officers or employees, or (b) to the knowledge properties of the Borrower, before any director Governmental Authority (i) asserting the invalidity of this Agreement or agent the Loan and Servicing Agreement as supplemented by this Agreement, or (ii) seeking to prevent the consummation of any of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction transactions contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctionsany other Transaction Document to which the Borrower is a party. (pg) All payments due No Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date hereof or shall result from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP.transactions contemplated hereby; (qh) The Borrower representations and its Subsidiaries have filed warranties contained in this Agreement and the other Transaction Documents are true and correct in all federal, state and material respects (other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied than any representation or imposed upon them warranty already qualified by materiality or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect., which shall be true and correct in all respects) on and as of the date hereof as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

Representations and Warranties of the Borrower. The In order to induce the Lender to enter into this Agreement and to make the Term Loan, the Borrower hereby represents and warrants the following to the Lender as followsof the Agreement Date: (a) The Borrower is (i) has been duly organized, organized and is validly existing and as a national banking association in good standing under the laws of the jurisdiction United States of its organizationAmerica, and (ii) duly qualified has the requisite organization power and authority to do execute and deliver this Agreement and the Term Loan Note, to perform its obligations hereunder and thereunder and to own its properties and conduct its business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiescurrently owned and conducted. (b) The executionBorrower is not in violation of its by‑laws or article of association or in default in the performance or observance of any material obligation, delivery and performance by agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement or lease to which the Borrower of each Loan Document to is a party or by which it ismay be bound. The execution and delivery of this Agreement and the Term Loan Note and the incurrence of the obligations and the consummation of the transactions herein and therein contemplated will not conflict with, or is to becomeconstitute a breach of or default under, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to article of association or by‑laws of the Borrower or its propertiesany material contractual restriction, instrument, indenture, mortgage, agreement or lease to which the Borrower is a party or by which it may be bound, or (iii) any contractual law, administrative rule or legal restriction binding on regulation or affecting the Borrower or its propertiescourt decree. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this This Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtainedauthorized, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, the Borrower and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable except as the enforcement thereof may be limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or other similar laws relating to or affecting generally the enforcement of creditors’ ' rights or by general equitable principles. (d) The Term Loan Note has been duly authorized for execution and remedies delivery as contemplated by this Agreement and, when executed and delivered, will constitute a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to or affecting generally the enforcement of creditors' rights or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles. (e) The consolidated financial statements No consent, approval, authorization, order, registration or qualification of or with any court, any regulatory authority or other governmental agency or body is required for the execution or delivery of this Agreement or the Term Loan Note by the Borrower or for the consummation of the other transactions contemplated by this Agreement or the Term Loan Note. (f) There are no legal or governmental proceedings pending to which the Borrower is a party or to which any property of the Borrower is subject, other than litigation which in each case will not have a Materially Adverse Effect on the Borrower, and, to the best of the Borrower's knowledge after due inquiry, no such proceedings are threatened or contemplated by governmental authorities or others. (g) The Borrower has filed or caused to be filed all Tax returns due on or before the Agreement Date which are required to be filed and its Subsidiaries as of December 31, 2023, has paid all Taxes shown to be due and for the year ended payable on such datereturns or on any assessments made against them (other than those being contested in good faith) and, as set forth to the best of the Borrower's knowledge after due inquiry, no Tax Liens have been filed and no claims are being asserted with respect to such Taxes which are not reflected in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31referred to in Section 12(c) hereof, 2024which, and for the fiscal quarter ended on such dateif adversely determined, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subjectwould, in the case aggregate, have a Materially Adverse Effect on the value of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of total enterprise represented by the Borrower. (fh) Except as disclosed No fact or circumstance, to the best of the Borrower's knowledge after due inquiry, either alone or in conjunction with all other such facts and circumstances, has had or might in the Disclosure Documents, there is no pending or threatened action or proceeding affecting future have (so far as the Borrower can foresee) a Materially Adverse Effect on the Borrower, this Agreement or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇Term Loan Note. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result The Borrower is currently in compliance with all Applicable Laws (including, without limitation, Anti-Terrorism Laws, Anti-Corruption Laws, ERISA and Environmental Laws), the non-compliance with which would have a Material Materially Adverse EffectEffect on the Borrower, no ERISA Termination Event has occurred, this Agreement or is reasonably expected to occur, with respect to any ERISA Planthe Term Loan Note. (k) Schedule B The Parent is the legal and beneficial owner of a majority interest, directly or indirectly, of each and every type and class (Actuarial Informationvoting and nonvoting) of all outstanding shares and other equity interests (including all rights to acquire shares and other equity interests) of the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse EffectBorrower. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity acting on their behalf in connection with with, or benefit from benefitting from, the credit loan facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or Term Loan, use of proceeds thereof or other transaction contemplated by this Agreement, any Term Loan Note, or any other documents to be executed in connection with this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesformation. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Agreement and the Notes or CAF Notes (if any), or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) contravene the Borrower’s organizational documents, (ii) certificate of incorporation or by laws or any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower, or (ii) constitute a default under any existing indenture, loan agreement or other material agreement to which the Borrower or its propertiesany Subsidiary of the Borrower is a party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes or CAF Notes (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtainedif any), and no law or regulation is in full force and effectapplicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes or CAF Notes (if any) when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes or CAF Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 20232006, and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such date, as filed with the SECthen ended, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECindependent public accountants, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232006, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could (i) could, as of the Effective Date, be reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effectother Loan Document or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying . (h) Neither the proceeds of each Extension of Credit, not more than 25% of the value of the assets Borrower nor any Subsidiary of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” as defined in, or a company “controlled” by an “investment company” within the meaning of otherwise subject to regulation under, the Investment Company Act of 1940, as amended. (ji) Except as The Borrower is and each of its Subsidiaries are in substantial compliance with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except for any non-compliance that could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (lj) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other All written information heretofore furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to for purposes of or in connection with this Agreement or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Loan Documents Borrower to the Administrative Agent or any Lender will be, true and accurate in all material respects on the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed date as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, which such information is stated in the light of the circumstances under which they were such information was provided (as modified or will be madesupplemented by other information so furnished, not misleading in any material respectwhen taken together as a whole as of the date so stated); provided provided, that, with respect to projections and forward looking statementsprojected financial information, the Borrower represents only that such information was prepared in good faith based upon on assumptions and estimates believed to be reasonable at the time made and notes time, it being recognized by the Lenders that whether or not such projections or forward looking statements are in fact achieved will depend upon as to future events some of which are not within to be viewed as facts and that actual results during the control period or periods covered by any such projections may differ from the projected results. The Borrower has disclosed to the Administrative Agent any and all facts specific to the Borrower and its Subsidiaries and known as of the date hereof to a Responsible Officer of the Borrower that could reasonably be expected to result in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect or may affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial condition of the Borrower and actual results may vary from the projections and such variations may be material andits Subsidiaries, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedtaken as a whole. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Except as otherwise disclosed, the Borrower represents and warrants as of the date hereof as follows: (a) The Borrower is (i) a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of Nevada. The Borrower and each Major Subsidiary is conducting its organizationbusiness in compliance with its Organizational Documents. The Organizational Documents of the Borrower and each Major Subsidiary (including all amendments thereto) as currently in effect have been made available to the Lender and remain in full force and effect with no defaults outstanding thereunder. All authorizations, consents, approvals, registrations, exemptions and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which licenses with or from Government Authorities that are necessary for the nature conduct of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by of the Borrower of and each Loan Document Major Subsidiary as currently conducted and as proposed to which it is, or is to become, a party, are within the Borrower’s organizational powers, be conducted have been duly authorized by all necessary organizational action obtained and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is are in full force and effect. (db) This Agreement The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other Loan Documents to which it istransactions contemplated thereby. All authorizations, or is to becomeconsents, a party have been or will be (as approvals, registrations, exemptions and licenses that are necessary for the case may be) duly executed and delivered by itborrowing hereunder, and this Agreement is, and upon the execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against Financing Documents and the performance by the Borrower of its obligations thereunder have been obtained and are in accordance full force and effect, except for registrations and filings in connection with the issuance of the warrants and shares of Common Stock pursuant to the Financing Documents, and filings necessary to comply with laws, rules, regulations and orders required in the ordinary course of business. (c) Neither the entering into any of the Financing Documents nor the compliance with any of its termsterms conflicts with, subjectviolates or results in a breach of any of the terms of, howeveror constitutes a default or event of default (however described) or requires any consent under, to the extent applicable, (i) any agreement to which the Borrower is a party or by which it is bound, (ii) any of the terms of the Organizational Documents, or (iii) any judgment, decree, resolution, award or order or any statute, rule or regulation applicable bankruptcyto the Borrower or its assets. (d) Neither the Borrower nor any Major Subsidiary (i) is bankrupt or insolvent or (ii) has taken action, reorganizationand no such action has been taken by a third party, rearrangementfor the winding up, moratorium dissolution, or liquidation or similar laws affecting generally proceeding or for the enforcement appointment of creditors’ rights and remedies and to general principles a liquidator, custodian, receiver, trustee, administrator or other similar officer, in each case for the Borrower or any Major Subsidiary or all of equity (regardless of whether enforceability is considered in a proceeding in equity their respective businesses or at law)assets. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, make any LC Issuing Bank or any Lender pursuant to or payment under this Agreement (together with all charges in connection with the Loan Documents therewith) is absolute and the transactions contemplated therebyunconditional, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, nature whatsoever to any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedpayment. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, organization and (ii) is duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations operations, properties or propertiesprospects. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, 2011 and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, since December 31, 20232011, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇Margin Stock. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfiedPlan. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesDelaware. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the Receipt to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documentscharter or by-laws, (ii) any law applicable to the Borrower or its properties, in any material respect or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower, except in the case of this clause (iii), to the extent such contravention could not reasonably be expected to result in a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party (except for such approvals, notices or filings which are obtained on or before the Effective Date, have been disclosed in writing to the Arranger, and remain in full force and effect) is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Receipt to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement has been, and the other Loan Documents Receipt to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document the Receipt when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity. (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at December 31, 20232013, and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such date, as filed with the SECthen ended, accompanied by an opinion of Deloitte & Touche LLPPricewaterhouseCoopers LLC, independent public accountants, and the consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at March 31, 20242014, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such datethree months then ended, as set forth in duly certified by the chief financial officer, treasurer or controller of the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each BankLender, fairly present present, subject, in the consolidated case of said balance sheet as at March 31, 2014, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232013, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected Effect or (ii) purports to result in such a Material Adverse Effectaffect the legality, validity or enforceability of this Agreement or the Receipt or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Loan will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stockmargin stock. After applying No part of the proceeds of each Extension any Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of Credit, not more than 25% any of the value Regulations of the assets Board of Governors of the Borrower Federal Reserve System, including Regulations T, U and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇X thereof. (ih) The Borrower is not an “investment company” ”, or a company “controlled” by an “investment company” ”, within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) Neither the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower Information Memorandum nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information, exhibit or report other than projections and information of a general economic or general industry nature furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or in connection with the Loan Documents negotiation and syndication of this Agreement or pursuant to the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as terms of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, this Agreement contained any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omitted to state any a material fact necessary to make the statements thereinmade therein not misleading as of the date made, in the light of the circumstances under in which they the same were or will be made; provided, not misleading in any material respect; provided thatthat the foregoing representations to the extent relating to Astra Tech are, with respect until and including the Effective Date, made only to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control best of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedBorrower’s knowledge. (nj) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, The Borrower is true and correct in all respectsSolvent on a consolidated basis. (ok) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure promote and achieve compliance by the Borrower, Borrower and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, Borrower and its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agentsSubsidiaries, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or to the knowledge of the Borrower or such Subsidiary any of their respective officers directors or employeesofficers, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or Borrowing, use of proceeds thereof or other transaction contemplated by this Agreement Transactions will violate Anti-Corruption Laws or applicable Sanctions. . For purposes of this Section 3.01(k), the word “knowledge” shall be deemed to mean actual knowledge (pand not imputed or constructive knowledge) All payments due from of an officer or director of the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements Subsidiary, as applicable. (l) The respective obligations of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filedunder this Agreement rank, and have paid shall continue to rank, at least pari passu in respect of priority of payment and in all federal, state other respects with all other unsecured and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payableunsubordinated Debt of the Borrower, except (a) Taxes that that are being contested in good faith as otherwise provided by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP applicable laws of bankruptcy, insolvency, liquidation or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectsimilar laws of general application.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower Borrower, DTE Electric and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECDTE Gas, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition condition, results of operations and cash flows of the Borrower relevant Persons and its Subsidiaries entities, as at such the dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestherein indicated, all in accordance with GAAP, subject, generally accepted accounting principles consistently applied as in effect on the case date of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesAudited Statements. Except as disclosed in the Disclosure Documents, since Since December 31, 20232018, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any matter of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no No ERISA Termination Event has occurred, occurred or is reasonably expected to occur, occur with respect to any ERISA Plan. (ki) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to for each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the BanksService, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status that could reasonably be expected to result in a Material Adverse Effectstatus. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto the Bank that: (a) The Borrower is (i) the Fund is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and Massachusetts; (ii) duly qualified the Borrower has all requisite power and authority under such law to do own its Property and to carry on its business as a foreign organization now being conducted; and (iii) the Borrower is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned, operated nature of the Property owned or leased by it requires such qualificationlicensing or qualifying, except where the failure to do so qualify would could not materially adversely affect its business, condition (financial or otherwise), operations or properties.reasonably be expected to have a Material Adverse Effect; (b) The executionthe Borrower has all requisite power and authority to enter into this Agreement and the other Margin Loan Documents executed by it, to make any borrowings herein, to grant to the Bank the Liens described herein, and to perform all of its obligations hereunder and under the other Margin Loan Documents executed by it; (c) no consent, approval, order, license or exemption from or filing with or registration with any Governmental Authority nor any approval of any other Person, is or will be required as a condition to (i) the entry into, valid execution and delivery and of, or performance by the Borrower of each under, this Agreement or any other Margin Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, Document; (ii) law applicable to the Borrower or its properties, or borrowing of the Margin Loans; (iii) any contractual the granting of the first priority Lien and security interest in the Collateral pursuant to this Agreement; or legal restriction binding on (iv) the validity or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower enforceability of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Margin Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect.Document; (d) This Agreement and each of the other Margin Loan Documents to which it ishas been duly authorized, or is to become, a party have been or will be (as the case may be) duly executed and delivered by itthe Borrower and constitutes, and this Agreement is, and upon execution and delivery thereof each other the Margin Loan Document Documents will beevidence, the legal, valid and legally binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their terms, subject, however, subject to any applicable bankruptcy, reorganization, rearrangement, moratorium insolvency or similar other laws affecting generally the enforcement of creditors’ rights generally and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).equity; (e) The consolidated financial statements the entry into, execution and delivery of, and performance by the Borrower under, each of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, Margin Loan Documents and the consolidated financial statements borrowing of the Borrower and its Subsidiaries as Margin Loans do not (i) violate, contravene or conflict with any provision of March 31any organizational, 2024constitutive, and for the fiscal quarter ended on such dateoperative, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations governing document of the Borrower. ; (fii) Except as disclosed violate, contravene or constitute a default under any order, decree or judgment, or any Law; (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which the Disclosure Documents, there Borrower is no pending a party or threatened action or proceeding affecting by which the Borrower or any of its Subsidiaries before any courtProperty is bound, governmental agency which defaults, conflicts, or arbitrator that breaches could reasonably be expected to have a Material Adverse Effect. There has ; (iv) result in the creation or imposition of any Lien upon any Property of the Borrower other than the security interest and Lien granted to the Bank under the Margin Loan Documents and the security interest and Lien granted to the Custodian under the Custodian Agreement; or (v) contravene or constitute a default under any provision of Law or any judgment, injunction, order or decree binding upon the Borrower; (f) neither the making of any Margin Loan hereunder, nor the use of the proceeds thereof, violates or will violate any law, including, Regulations U and X of the Federal Reserve; (g) all returns and reports regarding Taxes of the Borrower required to be filed have been timely filed, and all Taxes shown on such returns or reports to be due and payable and all assessments, fees and other governmental charges upon the Borrower and upon its assets, income, businesses and franchises that are due and payable have been paid when due and payable, except where any failure to so file or pay would not reasonably be expected to have a Material Adverse Effect; (h) the Borrower is in compliance with the requirements of all Laws applicable to or pertaining to it or its Property, except where any such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (i) the operations of the Borrower and its Affiliates are and have been conducted at all times in compliance in all material respects with the applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and the applicable money laundering statutes of other jurisdictions in which the Borrower and its Affiliates conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Agency (collectively, the “Anti-Money Laundering Laws”), and no change action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving the Borrower with respect to the Anti-Money Laundering Laws is pending; (i) neither the Borrower nor any of its directors, officers, employees, agents, affiliates or representatives is an individual or entity (“Entity”) that is, or is owned or controlled by Entities that are: (A) the subject of any U.S. economic sanctions (including those administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State or the U.S. Department of Commerce, or similar sanctions imposed by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”, and such Entities, “Sanctioned Entities”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (as of the Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) so as to result in a violation of Sanctions; (ii) the Borrower will not, directly or indirectly, use the proceeds of any Margin Loan, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Entity: (A) to fund or facilitate any activities or business of or with a Sanctioned Entity or in any matter country or territory that, at the time of such funding or facilitation, is a Sanctioned Country, so as to result in a violation of Sanctions; or (B) in any other manner, in each case that would result in a violation of, or constitute sanctionable conduct under, Sanctions by any Entity (including any Entity participating in the transaction, whether as lender, advisor or otherwise); (iii) except as disclosed to the Bank, for the past five (5) years the Borrower has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with a Sanctioned Entity, or with or in a Sanctioned Country, so as to result in a violation of Sanctions; (k) each Margin Loan will be a “securities contract” as such filings term is defined in the Bankruptcy Code, and a “margin loan” for purposes of such definition; (l) the proceeds of each advance will be used solely to finance the purchase, sale, carrying and/or trading of debt or equity securities for the account of the Borrower; (m) the Borrower will not use the proceeds of any Margin Loan (i) to purchase securities from any Affiliate of the Bank, unless the Affiliate is acting as an agent or riskless principal and the security is not issued, underwritten or sold as principal by any Affiliate of the Bank; (ii) to repay debt to any Affiliate of the Bank; or (iii) to engage in any other transaction in which the proceeds are transferred to or for the benefit of an Affiliate of the Bank, in each case unless the Bank otherwise agrees in writing; (n) the assets that are used in connection with the execution, delivery and performance of this Agreement or the other Margin Loan Documents, any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby are not (i) the assets of an “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or other plan subject to Title I of ERISA; (ii) a plan described in Section 4975 of the Code to which Section 4975 of the Code applies; (iii) an entity whose underlying assets include “plan assets” by reason of U.S. Department of Labor regulation Section 2510.3-101 (as modified by Section 3(42) of ERISA) or otherwise; or (iv) a governmental plan that is subject to any federal, state, or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or an entity the underlying assets of which are deemed to be the assets of such a governmental plan under applicable Law; (o) the execution, delivery and performance of this Agreement and the other Margin Loan Documents, any agreement or instrument contemplated hereby or thereby, and the transactions contemplated hereby or thereby do not and will not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code; (p) neither the Borrower nor any ERISA Affiliate thereof maintains, contributes to or has or could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and have any material liability or obligation with respect to any employee benefit plan that is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The a “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code); or (iii) any single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code; (q) the Borrower is not an “investment company” or a company “controlled” by an registered “investment company” within the meaning of the Investment Company Act of 1940, and is authorized to conduct business as amended.an investment company; (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (ir) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) respects with the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.Fundamental Policies; (ps) All payments due from there is no threatened or pending litigation or governmental or arbitration proceeding against the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicableProperty, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federaleach case, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (t) the Borrower has an asset coverage that complies with Section 18 of the Investment Company Act and is in compliance in all material respects with all other requirements of the Investment Company Act; and (u) the Borrower has no Subsidiaries.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Each Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by the Borrower of each this Amendment and the Loan Document Documents, as amended hereby, to which it is, is or is to become, be a party, party are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documentscharter, regulations or by-laws, as applicable, or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and or performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) Amendment or any other of the Loan Document Documents, as amended hereby, to which it is, is or is to become, be a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have Amendment has been or will be (as the case may be) duly executed and delivered by it, the Borrower. This Amendment and this Agreement is, and upon execution and delivery thereof each of the other Loan Document will beDocuments, as amended hereby, to which the Borrower is a party are legal, valid and binding obligation obligations of the Borrower Borrower, enforceable against the Borrower in accordance with its their respective terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. Effect (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for other than the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (cDisclosed Litigation) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither purports to affect the Borrower nor any legality, validity or enforceability of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof this Amendment or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA AffiliateLoan Documents, as applicable, in accordance with GAAPamended hereby. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: (a) The Borrower is (i) duly organized, validly existing has the power and in good standing authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the laws of the jurisdiction of its organization, Credit Agreement (as modified hereby). The execution and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within this Amendment and the Borrower’s organizational powers, performance of its obligations hereunder and under the Credit Agreement (as modified hereby) have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by itproper corporate proceedings, and this Amendment and the Credit Agreement is, and upon execution and delivery thereof each other Loan Document will be, the (as modified hereby) constitute legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their terms, subject, however, to any applicable except as enforceability may be limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting generally the enforcement of creditors’ rights generally. (b) Neither the execution and remedies delivery by the Borrower of this Amendment, nor the consummation of the transactions contemplated herein or in the Credit Agreement (as modified hereby), nor compliance with the provisions hereof or thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower, (ii) the Borrower’s articles or incorporation or by-laws or (iii) the provisions of any indenture, instrument or agreement to which the Borrower is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower pursuant to the terms of any such indenture, instrument or agreement. (c) No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower, is required to be obtained by the Borrower in connection with the execution and to general principles delivery of equity this Amendment or the legality, validity, binding effect or enforceability of the Credit Agreement (regardless of whether enforceability is considered in a proceeding in equity or at lawas modified hereby). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date deliveredhereof and giving effect to the terms of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the information included representations and warranties contained in Article V of the Beneficial Ownership Certification, if any, is Credit Agreement (as modified hereby) are true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure any such representation or warranty is stated to do so could notrelate solely to an earlier date, individually in which case such representation or in the aggregate, reasonably be expected to warranty shall have a Material Adverse Effectbeen true and correct on and as of such earlier date.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Each of the Borrower is and each Material Subsidiary: (i) is a corporation or other entity duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization, and ; (ii) duly has all requisite corporate or if the Material Subsidiary is not a corporation, other comparable power necessary to own its assets and carry on its business as presently conducted; (iii) has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as presently conducted, if the failure to have any such license, authorization, consent or approval is reasonably likely to have a Material Adverse Effect and except as disclosed to the Agent in the SEC Reports or by means of a letter from the Borrower to the Lenders (such letter, if any, to be delivered to the Agent for prompt distribution to the Lenders) delivered prior to the execution and delivery of this Agreement (which, in each case, shall be satisfactory to each Lender in its sole discretion) and except that (A) the Borrower from time to time may make minor extensions of its lines, plants, services or systems prior to the time a related franchise, certificate of convenience and necessity, license or permit is procured, (B) from time to time communities served by the Borrower may become incorporated and considerable time may elapse before such a franchise is procured, (C) certain such franchises may have expired prior to the renegotiation thereof, (D) certain minor defects and exceptions may exist which, individually and in the aggregate, are not material and (E) certain franchises, certificates, licenses and permits may not be specific as to their geographical scope); and (iv) is qualified to do business as a foreign organization in each jurisdiction all jurisdictions in which the nature of the business conducted or the property owned, operated or leased by it requires makes such qualification, except qualification necessary and where failure so to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesis reasonably likely to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each this Agreement and the other Loan Document to which it isDocuments, or is to become, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene or did not (i) contravene the Borrower’s organizational documentsarticles of incorporation or by-laws, (ii) law contravene any Law (including without limitation the 2013 Order and/or any Subsequent Order), decree, writ, injunction or determination of any Governmental Authority, in each case applicable to or binding upon the Borrower or any of its properties, or (iii) contravene any contractual or legal restriction binding on or affecting the Borrower or its properties(iv) cause the creation or imposition of any Lien upon the assets of the Borrower or any Material Subsidiary, except for Liens created under this Agreement and except where such contravention or creation or imposition of such Lien is not reasonably likely to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a partybe delivered by it, except for the FERC Authorization2013 Order or any Subsequent Order, which has been duly obtained, obtained and is in full force and effect, and any notices or compliance filings required therein. (d) This Agreement has been, and each of the other Loan Documents to which it isupon execution and delivery will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and each of the other Loan Documents upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws Laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower Borrower, DTE Electric and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECDTE Gas, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition condition, results of operations and cash flows of the Borrower relevant Persons and its Subsidiaries entities, as at such the dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestherein indicated, all in accordance with GAAP, subject, generally accepted accounting principles consistently applied as in effect on the case date of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesAudited Statements. Except as disclosed in the Disclosure Documents, since Since December 31, 20232019, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any matter of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (i) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Credit Extension of Credit will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Credit, not more Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25% %) of the value of the those assets of the Borrower and its Subsidiaries which are subject to the restrictions of Section 5.02(a)any limitation on sale or pledge, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇any other restriction hereunder. (in) The Neither the Borrower is not nor any of its Subsidiaries is, or after the making of any Credit Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” or a company “controlled” by an “investment company” (within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, and to the knowledge of the Borrower, Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof of the Borrower or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or Borrowing, use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid funds seized or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, forfeited in accordance with GAAPan action under any Anti-Money Laundering Laws. (q) The Borrower and its Subsidiaries have filed all federalis not an Affected Financial Institution. (r) As of the Effective Date, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied the information included in the Beneficial Ownership Certification provided on or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) prior to the extent that the failure Effective Date to do so could not, individually or any Lender in the aggregate, reasonably be expected to have a Material Adverse Effectconnection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: (a) The the Borrower is (i) duly organized, validly existing and in good standing exists as a corporation under the laws of the jurisdiction Province of its organizationAlberta, and (ii) duly qualified has not discontinued or been dissolved under any applicable laws and is in good standing with respect to do business as a foreign organization in each jurisdiction in which the nature filing of annual reports and all other such requirements pursuant to the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties.laws thereof; (b) The executionthe Guarantor exists as a corporation under the laws of the State of Colorado, delivery and performance has not discontinued or been dissolved under any applicable laws and is in good standing with respect to the filing of annual reports and all other such requirements pursuant to the laws thereof; (c) the Borrower and each Subsidiary has the power and authority to (i) carry on its businesses as now being conducted and is licensed or registered or otherwise qualified in all jurisdictions where in the nature of its assets or the business transacted makes such licensing, registration or qualification necessary, (ii) acquire, own, hold, lease and mortgage or grant security in its assets including real property and personal property and (iii) enter into and perform its obligations under this Agreement and all other documents or instruments delivered hereunder; (d) this Agreement and all ancillary instruments or documents issued, executed and delivered hereunder by the Borrower of each Loan Document to which it isor the Guarantor, or is to become, a party, are within the Borrower’s organizational powersas applicable, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to of the Borrower or its propertiesand the Guarantor, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action byas applicable, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been each constitutes or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the constitute a legal, valid and binding obligation of the Borrower or the Guarantor, as applicable, enforceable against the Borrower or the Guarantor, as applicable, in accordance with its their terms, subject, however, subject to any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or and other similar laws affecting generally the enforcement of creditors’ rights and remedies of creditors and to the general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).equity; (e) The consolidated financial statements neither the Borrower nor any Subsidiary is in breach of or in default under any obligation in respect of borrowed money, and the execution and delivery of this Agreement and all ancillary instruments or documents issued and delivered hereunder or thereunder, and the performance of the terms hereof and thereof will not be, or result in, a violation or breach of, or default under, the Borrower’s or any Subsidiary’s constating documents, any law, judgment, agreement or instrument to which they are a party or may be bound; (f) neither the entering into of this Agreement nor any of the Security by the parties thereto will constitute a breach or default under or in respect of any agreement to which either the Borrower or the Guarantor is bound, and no consent, filing, authorization or approval is prudent or necessary under the terms of any such agreement to proceed with the transactions contemplated herein, including but not limited to the granting of the Security by the parties thereto; (g) the Security creates a valid first registered charge, lien and security interest on the property and assets of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such dateGuarantor, as set forth applicable, which has been granted over the applicable properties and assets in accordance with the terms hereof; (h) no litigation or administrative proceedings before any court or governmental authority are presently ongoing, or have been threatened in writing, or to the best of the Borrower’s Annual Report knowledge are pending, against the Borrower, any Subsidiary or any of their respective properties or assets or affecting any of their respective properties or assets which could have a material adverse effect on Form 10-K for their respective business, properties or assets; (i) the fiscal year ended on such dateBorrower and each Subsidiary, as the case may be, is the legal and beneficial owner of or has the right to acquire the interests in the properties, business and assets referred to in the information circulars, prospectuses, annual information forms, offering memoranda, financial statements, material change reports and news releases filed with the SEC, accompanied by an opinion Exchange and the securities regulatory authority or commission in each of Deloitte & Touche LLPthe jurisdictions in which the Borrower is a reporting issuer on or during the twelve (12) months preceding the date hereof, and any other disclosure materials provided to the consolidated financial statements of Lender and its advisers in conjunction with this transaction (collectively, the “Disclosure Record”), and any and all agreements pursuant to which the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such dateeach Subsidiary, as set forth the case may be, holds or will hold any such interest in property, business or assets are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated; (j) there has been no adverse material change (actual, contemplated or threatened) in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such dateproperty, as filed with the SECassets, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the business or operations of the Borrower and its Subsidiaries for or any Subsidiary within the periods ended on such datespast twelve (12) months, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except except as disclosed in the Disclosure DocumentsRecord; (k) the Disclosure Record is complete and accurate in all material respects and omits no facts, since December 31the omission of which makes the Disclosure Record, 2023or any particulars therein, there has been no misleading, misrepresentative or incorrect in any material adverse change in respect; (l) the financial condition or operations Borrower and to the best of the Borrower.’s knowledge each Subsidiary, has conducted and is conducting its businesses in material compliance with all applicable laws, bylaws, rules and regulations of each jurisdiction in which its businesses are now carried on and hold all licenses, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable its businesses to be carried on as now conducted or as proposed to be conducted, and all such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Borrower nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such licenses, registrations, permits, consents or qualifications which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the condition of such businesses, operations, condition (financial or otherwise) or income of the Borrower or any such Subsidiary, as the case may be; (fm) Except no order ceasing or suspending trading in securities of the Borrower or prohibiting the sale or trading of securities by the Borrower has been issued and no proceedings for this purpose have been instituted, are pending, contemplated or threatened; (n) neither Canada Revenue Agency nor any other taxation authority has asserted or, to the best of the Borrower’s knowledge, has threatened to assert any assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of the Borrower or any Subsidiary filed for any year which would have material adverse effect on the assets, properties, business, results of operations, prospects or condition (financial or otherwise) of the Borrower or any Subsidiary; (o) neither the Borrower nor any Subsidiary is a party to any material contract other than as disclosed in the Disclosure DocumentsRecord; (p) as at the date of this Agreement, there is except as disclosed in the Disclosure Record, no pending holder of outstanding shares in the capital of the Borrower will be entitled to any pre-emptive or threatened action any similar rights to subscribe for any of the shares in the capital of the Borrower or proceeding affecting other securities of the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin StockSubsidiary, and no proceeds of rights, warrants or options to acquire, or instruments convertible into or exchangeable for any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for shares in the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets capital of the Borrower or any Subsidiary are outstanding; (q) except for the Guarantor, Big Gas Sand Corporation, TransAtlantic Worldwide, Ltd., Transatlantic Worldwide Romania SRL, TransAtlantic Maroc, Ltd., TransAtlantic North Sea, Ltd. and its Subsidiaries subject TransAtlantic Turkey, Ltd., the Borrower has no direct or indirect subsidiary corporations; (r) except as disclosed to the restrictions Lender in writing prior to the date of Section 5.02(a)this Agreement, the Borrower and each Subsidiary owns its business, operations and assets, as more particularly described in the Disclosure Record, and holds good title thereto, free and clear of all liens, claims or encumbrances whatsoever; (cs) all factual information previously or (d) will consist contemporaneously furnished to the Lender by or on behalf of the Borrower for purposes of or be represented in connection with this Agreement or any transaction contemplated hereby, is true and accurate in every material respect and such information is not incomplete by the omission of any material fact necessary to make such information not misleading; (t) after giving effect to the transactions contemplated in this Agreement, the Borrower and each Subsidiary are generally able to pay their debts as they come due; (u) the registered office of the Borrower is located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇. ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and the chief executive office, principal place of business and place where the Borrower keeps its books and records is located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇. ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (v) the chief executive office, principal place of business and place where the Guarantor keeps its books and records is located at Suite 1755, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Each of the Borrower is and its Subsidiaries (i) is duly organized, validly existing and (to the extent applicable) in good standing under the laws of the its jurisdiction of its incorporation or organization, and (ii) is duly qualified to do business as a foreign organization and (to the extent applicable) in good standing in each jurisdiction in which where, because of the nature of its activities or properties, such qualification is required except where the business conducted or failure to qualify would not have a Material Adverse Effect, (iii) has the requisite corporate power and authority and the right to own and operate its properties, to lease the property ownedit operates under lease, operated and to conduct its business as now and proposed to be conducted, and (iv) except as disclosed in the Registration Statement, has obtained all material licenses, permits, consents or leased approvals from or by, and has made all filings with, and given all notices to, all governmental authorities having jurisdiction, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of the transactions contemplated by it requires such qualificationthis Agreement) as to each of the foregoing, except where the failure to do so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertieshave a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the Notes to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational 's corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, 's charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a partybe delivered by it, except for the FERC Authorizationthose authorizations, which has approvals, actions, notices and filings that have been duly obtained, taken, given or made and is are in full force and effect. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally creditors' rights generally, (ii) the enforcement effect of creditors’ rights and remedies and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements Consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of December 31at April 24, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC2002, copies of each of which have been furnished to each BankLender, fairly present the consolidated pro forma Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and date, giving effect to the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestransactions contemplated hereby, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since April 24, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232002, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except The description of the Quoted Share Retrocession Agreements (as disclosed defined in the Disclosure Documents, there Registration Statement) as set forth in the Registration Statement is not misleading in any material respect. (g) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event Note or the consummation of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or bothtransactions contemplated hereby. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Advance will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇margin stock. (i) The Borrower is not an “"investment company” ", or a company “"controlled” " by an “"investment company” ", within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto DEQ that: (a1) The Borrower It is a duly formed and existing public agency (ias defined in ORS 468.423(2)) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has full power and (ii) duly qualified authority to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesenter into this Loan Agreement. (b2) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have This Agreement has been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, an authorized officer of the Borrower and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e3) The consolidated financial statements All acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Agreement have existed, have happened, and have been performed in due time, form and manner as required by law. (4) Neither the execution of this Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with any of the terms and conditions of this Loan Agreement will violate any provision of law, or any order of any court or other agency of government, or any agreement or other instrument to which the Borrower and is now a party or by which the Borrower or any of its Subsidiaries properties or assets is bound. Nor will this Loan Agreement be in conflict with, result in a breach of, or constitute a default under, any such agreement or other instrument, or, except as of December 31provided hereunder, 2023, and for the year ended on such date, as set forth result in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such datecreation or imposition of any lien, as filed with the SEC, accompanied by an opinion charge or encumbrance of Deloitte & Touche LLP, and the consolidated financial statements any nature whatsoever upon any of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition property or operations assets of the Borrower. (f5) Except This Loan Agreement does not create any unconstitutional indebtedness. The Loan Amount together with all of the Borrower’s other obligations does not, and will (6) The Project is a project which the Borrower may undertake pursuant to Oregon law and for which the Borrower is authorized by law to borrow money. (7) The Borrower has full legal right and authority and all necessary licenses and permits required as disclosed of the date hereof to own, operate and maintain the Facility and the Project, other than licenses and permits relating to the Facility or the Project which the Borrower expects to and shall receive in the Disclosure Documentsordinary course of business, to carry on its activities relating thereto, to execute and deliver this Agreement, to undertake and complete the Project, and to carry out and consummate all transactions contemplated by this Agreement. (8) The information contained herein which was provided by the Borrower is true and accurate in all respects, and there is no pending material adverse information relating to the Project or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any courtLoan, governmental agency or arbitrator known to the Borrower, that could reasonably be expected to have a Material Adverse Effect. There has not been no change in any matter disclosed in such filings that could reasonably be expected writing to result in such a Material Adverse EffectDEQ. (g9) No event litigation exists or has occurred and is continuing that constitutes an Event of Default or been threatened that would constitute an Event cast doubt on the enforceability of Default but for the requirement that notice be given or time elapse or bothBorrower's obligations under this Loan Agreement. (h10) The estimated Completion Date of the Project is January 31, 2017. The Borrower agrees to complete the Project by the estimated Completion Date. (11) The estimated total Costs of the Project are $13,620,000. (12) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockcompliance with all laws, ordinances, and no proceeds of any Extension of Credit will be used governmental rules and regulations to purchase or carry any Margin Stock or which it is subject, the failure to extend credit to others for comply with which would materially adversely affect the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf ability of the Borrower to conduct its activities or undertake or complete the Administrative Agent, any LC Issuing Bank Project or any Lender pursuant to the condition (financial or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (notherwise) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable SanctionsProject. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Amendment, or is to becomeand the performance by the Borrower of the Credit Agreement, a partyas amended by this Amendment, (i) are within the Borrower’s organizational 's corporate powers, (ii) have been duly authorized by all necessary organizational corporate action and (iii) do not contravene and will not (iA) require any consent or approval of the stockholders of the Borrower’s organizational documents, (iiB) law applicable to violate any provision of the charter or by-laws of the Borrower or its propertiesof law, or (iiiC) violate any contractual or legal restriction binding on or affecting the Borrower, (D) result in a breach of, or constitute a default under, any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, or (E) result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties. (cb) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Approval is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectAmendment. (dc) This Agreement Amendment and the other Loan Documents to which it isCredit Agreement, or is to becomeas amended by this Amendment, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, are the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject; subject to the qualification, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally that the enforcement of creditors’ the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there This Amendment has been no material adverse change in the financial condition or operations duly executed and delivered on behalf of the Borrower. (fd) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting The representations and warranties of the Borrower or any set forth in Section 7.01 of its Subsidiaries before any courtthe Credit Agreement are true and correct on and as of the date hereof, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in as though made on and as of such filings that could reasonably be expected to result in such a Material Adverse Effectdate. (ge) No event has occurred and is continuing that constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or bothDefault. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware, and (ii) and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is duly qualified to do business and is in good standing as a foreign organization entity in each jurisdiction in which where the nature of the its business conducted or the property owned, operated or leased by it requires such qualification, and has full power and authority and, except where the failure to so qualify would do so, individually or in the aggregate, could not materially adversely affect its businessreasonably be expected to have a Material Adverse Effect, condition holds all requisite governmental licenses (financial including, without limitation, all licenses the Borrower is required to hold or otherwisemaintain which are issued by the Federal Communications Commission), operations or propertiespermits and other approvals required for (i) the ownership and operation of its businesses and assets in the ordinary course and (ii) the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the Notes to which it isbe delivered by it, or is to become, a partyand the consummation of the financing transactions contemplated hereby, are within the Borrower’s organizational 's corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents's charter or by-laws, (ii) any law applicable to the Borrower or its properties, or (iii) any material contractual or legal restriction contained in any Material Contract binding on or affecting the Borrower or its propertiesBorrower. (c) No Except as have been obtained, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party (provided that, solely with respect to any such third party, such authorization, approval, other action, notice or filing is material to business of the Borrower and its Subsidiaries, taken as a whole) is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar other laws affecting creditors' rights generally the enforcement of creditors’ rights and remedies and subject to general principles of equity (equity, regardless of whether enforceability is considered in a proceeding in equity or at law). (ei) The consolidated financial statements audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 3125, 20232005 and the related audited Consolidated statements of income, shareholders' equity and for cash flows of the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such dateDecember 25, as filed with the SEC2005, accompanied by an opinion of Deloitte & Touche Pricewaterhouse Coopers LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECindependent public accountants, copies of each of which have been furnished made available to each BankLender, fairly present in all material respects the consolidated Consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAPGAAP as in effect on the date of preparation thereof. Since December 25, subject2005, in there has been no Material Adverse Change except for matters disclosed to the case Lenders prior to the date hereof (including, without limitation, pursuant to the Borrower's SEC Reports). (ii) The unaudited Consolidated balance sheet of such financial the Borrower and its Subsidiaries as of March 26, 2006 and the related Consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended March 3126, 20242006, copies of which have been furnished to year-end adjustments each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the absence Consolidated results of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the BorrowerBorrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP as in effect on the date of preparation thereof. (iii) The unaudited pro forma condensed Consolidated balance sheet of the Borrower and its Subsidiaries as of March 26, 2006, and the related unaudited pro forma combined statements of operations of the Borrower and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, after giving effect to the execution and delivery of this Agreement, the making of the initial Advances hereunder and the use of the proceeds thereof as contemplated hereunder (including to consummate the Stock Repurchase and the Refinancing) all in accordance with GAAP as in effect on the date of preparation thereof. (f) Except as disclosed set forth in the Disclosure Documentsfinancial statements referred to in Section 4.01(e) or in the Borrower's SEC Reports, there is no pending or to the knowledge of the Borrower after due inquiry, threatened action action, suit, investigation, litigation, proceeding or proceeding labor controversy, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the financing transactions contemplated hereby, and no conditions exist at, on or under any property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Laws and that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Advance will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, as in effect from time to purchase time. (h) The Borrower and each of its Subsidiaries owns, or carry any Margin Stock or is licensed to extend credit to others use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the purpose conduct of purchasing its business as currently conducted except for those the failure to own or carrying license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). No claim has been asserted and is pending by any Margin StockPerson challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does such Borrower know of any valid basis for any such claim, except, in either case, for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect. After applying the proceeds The use of each Extension of Credit, not more than 25% of the value of the assets of such Intellectual Property by the Borrower and its Subsidiaries subject does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇have a Material Adverse Effect. (i) The Borrower is not an “"investment company” ", or a company “"controlled” " by an “"investment company” ", within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not subject to regulation under any Federal or State statute or regulation which limits its ability to incur Debt, so long as assets of certain regulated Subsidiaries of the Borrower are not used as collateral to secure such Debt. (j) Except as could not reasonably be expected The Information Memorandum and all other information, exhibits or reports (other than financial projections (such projections being prepared in good faith and based upon assumptions the Borrower believes to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with reasonable at the Internal Revenue Service time made) and furnished to the Banks, is complete and accurate and fairly presents the funding status information of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (lgeneral economic or industry-specific nature) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower or otherwise made available to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or in connection with the Loan Documents negotiation and syndication of this Agreement or pursuant to the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed terms of this Agreement taken as a whole as of the date furnished or otherwise made available to the Agent or any date of determination with the SEC under the Securities Exchange Act of 1934, as amendedLender, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not or omit and will not omit, when taken as a whole, to state any a material fact necessary to make the statements therein, made therein not materially misleading in the light of the circumstances under which they such statements were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (qk) The Borrower and its Subsidiaries, taken as a whole, are Solvent. (l) The Borrower and each of its Subsidiaries have has filed, has caused to be filed or has been included in all federal, state and other Tax tax returns and reports required by law to have been filed by it and has paid all Taxes thereby shown to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payableowing, except (a) any such Taxes that that which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or shall have been set aside on its books. (bm) The Borrower and each of its Subsidiaries is in compliance with all applicable laws, rules, regulations and orders that are material to the extent that conduct of the business of the Borrower and its Subsidiaries taken as a whole, including, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act except for any failure to do so comply which could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (n) The Borrower and each of its Subsidiaries maintains insurance with responsible and reputable insurance companies or associations (including affiliated companies) in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties as the Borrower and its Subsidiaries; provided, however, that the Borrower and its Subsidiaries may self-insure to the extent it determines in its good faith reasonable business judgment that such insurance is consistent with prudent business practices.

Representations and Warranties of the Borrower. 6.1. The Borrower represents hereby acknowledges and warrants agrees that, until such time as follows: (a) The the Closing Date shall occur, all liabilities and obligations of the Borrower is (i) duly organized, validly existing and in good standing to the Lender under the laws of the jurisdiction of its organizationLoan Documents, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance modified by the Borrower of each Loan Document to which it isModification Agreement, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is shall remain in full force and effect, and shall not be released, impaired, diminished or in any other way modified or amended as a result of the execution and delivery of this Agreement or by the agreements and undertakings of the parties contained herein. 6.2. The Borrower hereby acknowledges and agrees that, effective upon the delivery of the Grant Deed, the conveyance of the Property to the Lender shall be an absolute conveyance of all of the Borrower's right, title and interest in and to the Property and is not now intended to be, nor shall it ever be, construed as being a deed of trust, mortgage, trust conveyance, or other security agreement of any nature whatsoever, and that neither Borrower nor anyone claiming by, through or under the Borrower shall have any further interest (dincluding specifically, but without implied limitation, any rights of redemption) or claims in and to the Property or to the rents, issues or profits and other proceeds that may be derived therefrom, of any kind whatsoever. Upon the delivery of the Grant Deed, the Borrower shall not retain, nor be given, any right to occupy, redeem, encumber or purchase the Property. 6.3. Immediately following the delivery of the Grant Deed pursuant to the terms of this Agreement, the Borrower will deliver possession of the Property to the Lender. 6.4. This Agreement and the other Loan Conveyance Documents to which it is, or is to become, a party have been or will be (as were reviewed by the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations partner of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator who acknowledges and agrees that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇.it: (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within understands fully the meaning terms of this Agreement and the Conveyance Documents and the consequences of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service issuance hereof and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and thereof; (ii) neither has been afforded an opportunity to have this Agreement and the Borrower nor any Conveyance Documents reviewed by its attorneys and to discuss all such documents with such attorneys and other consultants as it may wish; and (iii) has entered into this Agreement and executed and issued the Conveyance Documents of its ERISA Affiliates has incurred any liability own free will and accord and without threat or obligation under the WARN Act, which remains unpaid or unsatisfiedduress. (m) 6.5. The reports, financial statements Borrower shall execute and other written information furnished by or on behalf of the Borrower deliver to the Administrative Agent, any LC Issuing Bank or any Lender pursuant at Lender's expense such other documents and instruments and perform such further acts as reasonably requested by the Lender to or in connection with the Loan Documents and effectuate the transactions contemplated thereby, when considered in their totality together with hereby provided the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, same do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading result in any material respect; provided that, with respect additional liability to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries including without limitation, obtaining necessary consents to an assignment of any permits and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, licenses relating to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable SanctionsProperty. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants on the Effective Date (and, solely with respect to the Specified Representations (i) on the Funding Date and (ii) to the extent required by Section 2.16, on the Maturity Date) as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Agreement and the Notes, or is to becomeif any, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents, ) or (ii) except where such contravention would not reasonably be expected to have a Material Adverse Effect, any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions or the Notes, if any, except as would not reasonably be expected to have a material adverse effect on the validity or enforceability of Credit under this Agreement) Agreement or any other Loan Document to which it isthe Notes, if any, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectmaterial rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes, or is to becomeif any, a party when delivered hereunder will have been or will be (as the case may be) been, duly executed and delivered by itthe Borrower. Assuming that this Agreement has been duly executed by the Administrative Agent and each of the Lenders, and this Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subjectsubject to (i) bankruptcy, however, to any applicable bankruptcyinsolvency, reorganization, rearrangement, moratorium or and other similar laws of general application affecting generally the enforcement of creditors’ rights and remedies of creditors and to (ii) general principles of equity (equity, regardless of whether enforceability is considered applied in a proceeding proceedings in equity or at law). (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at December 31, 2023, 2012 and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower for the fiscal year ended on such datethen ended, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bankmade publicly available on the SEC’s ▇▇▇▇▇ system website, fairly present present, in all material respects, the consolidated Consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there There is no pending or (to the knowledge of the Borrower) threatened action action, investigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries which has not been disclosed in the Borrower’s most recent Annual Report on Form 10-K or subsequent Quarterly Reports on Form 10-Q filed with the SEC on or prior to the date hereof before any court, governmental agency or arbitrator that could is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) that purports to affect the legality, validity or enforceability of any matter disclosed in such filings that could reasonably be expected Loan Document and as to result in such which there is a Material Adverse Effectreasonable possibility of an adverse decision. (g) No event Since December 31, 2012, there has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or bothbeen no Material Adverse Change. (h) The Borrower is not engaged an Investment Company, as such term is defined in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (ji) Except as could not reasonably No part of the proceeds of any Loans will be expected to used by the Borrower in any manner that would result in a Material Adverse Effectviolation of Regulation U or X, no ERISA Termination Event has occurredissued by the Board of Governors of the Federal Reserve System. (j) Set forth on Schedule 4.01(j) hereof is a list of Subsidiaries of the Borrower that, or is reasonably expected to occurfor the most recent fiscal quarter of the Borrower, in the aggregate, together with respect to any ERISA Planthe Borrower, accounted for not less than 65% of total revenues and sales as shown on the Consolidated financial statements of the Borrower for such fiscal quarter. (k) Schedule B (Actuarial Information) to None of the most recent annual report (Form 5500 Series) with respect to each ERISA PlanBorrower, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN ActRestricted Subsidiaries, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in of the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were directors or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees andnor, to the knowledge of the Borrower, any directors or officers of any of the Borrower’s Restricted Subsidiaries, is the subject of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (including by being listed on the list of Specially Designated Nationals and Blocked Persons issued by OFAC) or the U.S. Department of State (collectively, “Sanctions”). None of the Borrower nor its directors Restricted Subsidiaries is located, organized or resident in a country or territory that is the subject of Sanctions. No part of the proceeds of the Loans shall be used by the Borrower in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Borrower and agentseach of its Restricted Subsidiaries is in compliance, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) , with the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable SanctionsAct. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsthat: (a) The Borrower it is (i) a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware and has the partnership power and authority and the legal right to execute and deliver, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which perform its obligations under, this Trust Agreement and has taken all necessary partnership action to authorize the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance of this Trust Agreement; (b) this Trust Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documentsenforceable in accordance with its terms, (ii) law applicable subject to the Borrower or its propertieseffects of bankruptcy, or (iii) any contractual or legal restriction binding on insolvency, reorganization, moratorium and other similar laws relating to or affecting the Borrower or its properties.enforcement of creditors' rights generally, general equitable principles and implied covenant of good faith and fair dealing; (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Trust Agreement (including obtaining will not violate, result in a default under, or give rise to any Extensions acceleration, prepayment, repurchase or redemption obligation of Credit under this Agreement) the Borrower or any other Loan Subsidiary which is a party to any Guarantee or Security Document to which it isas a result of (i) the partnership agreement of the Borrower or any such Subsidiary or (ii) any law, rule or regulation binding on the Borrower or any such Subsidiary or any contractual obligation of the Borrower and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such law, rule or regulation or contractual obligation, other than the Liens created by the Security Documents; and (d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person is to becomerequired of the Borrower in connection with the execution, a partydelivery, performance, validity or enforceability of this Trust Agreement, except for any of the FERC Authorization, which has foregoing that have been duly obtained, obtained and is are in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lenders and the Agent that each of the following matters is true and correct as followsof the execution date of this Agreement and the Drawdown Date. If it is found out that any of the representations and warranties is not true at any later date, then the Borrower will immediately notify the Lenders and the Agent of such effect in writing and bear any and all Damages, Etc. incurred by the Lenders or the Agent arising therefrom: (ai) The the Borrower is a stock company (ikabushiki-kaisha) duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its organization, and Japan; (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature Borrower falls under none of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure provisions stipulated from (a) to so qualify would not materially adversely affect its business, condition (financial or otherwisei) in Schedule 5 (i) and has none of relationships stipulated from (a) to (e) in Schedule 5 (ii), operations or properties. (biii) The executionthe Borrower has all necessary and complete legal power and right to execute and perform this Agreement, delivery and the execution and performance by of this Agreement, and the Borrower of each Loan Document to which it is, or is to become, a partytransactions hereunder, are within the corporate purposes of the Borrower’s organizational powers, have been and the Borrower has duly authorized by completed all procedures necessary organizational action therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company rules of the Borrower; (iv) the execution and performance of this Agreement, and the transactions hereunder, do not contravene violate (ia) any Laws and Ordinances which bind the Borrower, (b) the Articles of Incorporation and other internal company rules of the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. and (c) No authorization any third-party contract to which the Borrower is a party or approval which binds the Borrower; (v) the person who signed or attached his/her name and seal to this Agreement on behalf of the Borrower is authorized to sign or attach his/her name and seal to this Agreement as the representative of the Borrower by all procedures necessary pursuant to the Laws and Ordinances, the Articles of Incorporation or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for internal company rules of the due execution, delivery and performance by the Borrower of Borrower; (vi) this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the constitutes legal, valid and binding obligation obligations of the Borrower Borrower, and is enforceable against the Borrower it in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.;

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesDelaware. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the Notes to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documentscharter or by-laws, (ii) any law applicable to the Borrower or its properties, in any material respect or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower, except in the case of this clause (iii), to the extent such contravention could not reasonably be expected to result in a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party (except for such approvals, notices or filings which are obtained on or before the Effective Date, have been disclosed in writing to the Arrangers, and remain in full force and effect) is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity. (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at December 31, 20232010, and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such date, as filed with the SECthen ended, accompanied by an opinion of Deloitte & Touche LLPPricewaterhouseCoopers LLC, independent public accountants, and the consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at March 31, 20242011, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such datethree months then ended, as set forth in duly certified by the chief financial officer, treasurer or controller of the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each BankLender, fairly present present, subject, in the consolidated case of said balance sheet as at March 31, 2011, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232010, there has been no material adverse change in the financial condition or operations Material Adverse Change as of the BorrowerEffective Date. (f) Except as disclosed in As of the Disclosure DocumentsEffective Date, there is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse EffectNote or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Revolving Loan will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇margin stock. (ih) The Borrower is not an “investment company” ”, or a company “controlled” by an “investment company” ”, within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) Neither the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower Information Memorandum nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information, exhibit or report other than projections and information of a general economic or general industry nature furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or in connection with the Loan Documents negotiation and syndication of this Agreement or pursuant to the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as terms of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, this Agreement contained any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omitted to state any a material fact necessary to make the statements thereinmade therein not misleading as of the date made, in the light of the circumstances under in which they the same were or will be made; provided, not misleading in any material respect; provided thatthat the foregoing representations to the extent relating to the Target are, with respect until and including the Effective Date, made only to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control best of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedBorrower’s knowledge. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (oj) The Borrower has implemented on a consolidated basis, before and maintains in after giving effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and any applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established herebyBorrowing hereunder, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable SanctionsSolvent. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The In order to induce the Lender to enter into this Agreement (and the Borrower acknowledges that the Lender is relying thereon), the Borrower represents and warrants as followsto the Lender that: (a) The the Borrower is (i) a corporation duly organized, incorporated and validly existing and in good standing under the Company Act (British Columbia) and is in good standing under the laws of the jurisdiction Province of British Columbia and the Borrower has the capacity and power to own and lease its organizationassets and property, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect carry on its business, condition (financial or otherwise)to execute and deliver this Agreement and the Security Instruments being executed and delivered by it, operations or properties. (b) The execution, delivery to comply with the provisions hereof and thereof and to duly perform and observe all of its obligations hereunder and thereunder and the entering into and performance and observance by the Borrower it of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have such obligations has been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.partnership action; (cb) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, the Borrower and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its termsterms and each of the Security Instruments, subjectwhen delivered to the Lender, howeverwill constitute a legal, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights valid and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements binding obligation of the Borrower and enforceable in accordance with its Subsidiaries as of December 31, 2023, and for terms in each case subject to the year ended on such date, qualifications as set forth out in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLPcounsel to the Borrower, and delivered as at the consolidated financial statements date hereof; (c) there is no law, decree, regulation or similar enactment, no provision of the constating documents of the Borrower and its Subsidiaries as or any of March 31any instrument, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of agreement or other obligation by which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before respective property, assets and undertaking is bound and no judgment, injunction or other order or award of any courtjudicial, administrative, governmental agency or other authority or arbitrator that could reasonably which is or will be expected to have contravened as a Material Adverse Effect. There has been no change in result of the execution and delivery of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default the Security Instruments or that would constitute an Event of Default but for the requirement that notice be given performance or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds observance of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of obligations expressed to be incurred by the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) in or pursuant hereto or thereto; (d) will consist of all authorizations, approvals, licenses, registrations, consents, exemptions or declarations required or otherwise appropriate in order for the Borrower to own its property and assets, carry on its business in all jurisdictions in which such property and assets are located or such business is carried on and to enter into, execute, deliver and performs and be represented legally bound by ▇▇▇▇▇▇ ▇▇▇▇▇.its obligations hereunder and under the Security Instruments have been duly obtained or effected and are in full force and effect; (ie) The no representation or warranty by the Borrower is not an “investment company” contained herein or a company “controlled” by an “investment company” within the meaning in any of the Investment Company Act Security Instruments contains any untrue statement of 1940, as amended.material fact or omits to state a material fact necessary to make such representation and warranty not misleading in light of the circumstances; and (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (if) the Borrower has not incurredgood title free and clear of all Liens to all its property and assets other than Permitted Encumbrances and is the registered, legal and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf beneficial owner of the Borrower to the Administrative AgentIntellectual Property, except for any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth licences granted therein in the Borrower’s periodic reports filed as ordinary course of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedbusiness. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for other than the FERC Authorizationorder of the Federal Energy Regulatory Commission, dated June 5, 2019, which has been duly obtained, obtained and is permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition condition, results of operations and cash flows of the Borrower relevant Persons and its Subsidiaries entities, as at such the dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestherein indicated, all in accordance with GAAP, subject, generally accepted accounting principles consistently applied as in effect on the case date of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesAudited Statements. Except as disclosed in the Disclosure Documents, since Since December 31, 20232019, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any matter of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (i) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Credit Extension of Credit will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Credit, not more Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25% %) of the value of the those assets of the Borrower and its Subsidiaries which are subject to the restrictions of Section 5.02(a)any limitation on sale or pledge, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇any other restriction hereunder. (in) The Neither the Borrower is not nor any of its Subsidiaries is, or after the making of any Credit Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” or a company “controlled” by an “investment company” (within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, and to the knowledge of the Borrower, Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof of the Borrower or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or Borrowing, use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid funds seized or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, forfeited in accordance with GAAPan action under any Anti-Money Laundering Laws. (q) The Borrower and its Subsidiaries have filed all federalis not an Affected Financial Institution. (r) As of the Effective Date, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied the information included in the Beneficial Ownership Certification provided on or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) prior to the extent that the failure Effective Date to do so could not, individually or any Lender in the aggregate, reasonably be expected to have a Material Adverse Effectconnection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants as followsto each Lender that: (a) The representations and warranties of the Borrower is (i) duly organizedcontained in the Original Agreement are true and correct at and as of the time of the effectiveness hereof, validly existing except to the extent that the facts on which such representations and in good standing warranties are based have been changed by the extensions of credit under the laws of the jurisdiction of its organization, Credit Agreement or that such representations and (ii) duly qualified warranties specifically refer to do business as a foreign organization in each jurisdiction an earlier date in which the nature case they shall be true and correct as of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesearlier date. (b) The execution, Borrower and the General Partner are duly authorized to execute and deliver this Amendment and have duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance by of the obligations of the Borrower of each Loan Document to which it is, or is to become, a party, are within and the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesGeneral Partner hereunder. (c) No authorization or approval or other action byThe execution and delivery by the Borrower and the General Partner of this Amendment, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower and the General Partner of their obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the Organizational Documents of the Borrower or the General Partner, or of any material agreement, judgment, license, order or permit applicable to or binding upon the Borrower or the General Partner, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Borrower or the General Partner. Except for those which have been obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Borrower and the General Partner of this Agreement (including obtaining any Extensions of Credit under this Agreement) Amendment or any other Loan Document to which it is, or is to become, a party, except for consummate the FERC Authorization, which has been duly obtained, and is in full force and effecttransactions contemplated hereby. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) When duly executed and delivered by itdelivered, each of this Amendment and this the Credit Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid be a legal and binding obligation of the Borrower and the General Partner, enforceable against the Borrower in accordance with its terms, subject, however, to any applicable except as limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting generally of general application relating to the enforcement of creditors’ rights and remedies and to general by equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)general application. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsto the Administrative Agent and the Lenders that, upon the effectiveness of Section 1 above: (a) The Borrower is (i) duly organized, validly existing all representations and warranties of the Loan Parties in the Loan Agreement and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date; (ii) the Form 10-K financial statements delivered on the date hereof (i) are complete and correct in all material respects, (ii) have been or will be prepared in reasonable detail and in accordance with GAAP applied (except as disclosed in reasonable detail therein) consistently throughout the case may be) duly executed periods reflected therein and delivered by itwith prior periods, and (iii) present fairly, in all material respects, the financial position and results of operations and cash flows of Esmark and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes; (iii) the Borrower has the legal power and authority to execute and deliver this Agreement; (iv) the officers executing this Agreement is, on behalf of the Borrower have been duly authorized to execute and upon deliver the same and bind the Borrower with respect to the provisions hereof; (v) the execution and delivery thereof each hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the articles of incorporation or organization, bylaws or operating agreement of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (vi) no Default or Event of Default exists under the Loan Document Agreement, nor will beany occur immediately after the execution and delivery of this Agreement or by the performance or observance of any provision hereof; and (vii) upon the execution and delivery of this Agreement by the Borrower, the legal, this Agreement shall constitute a valid and binding obligation of the Borrower in every respect, enforceable against the Borrower in accordance with its terms, subject, however, to any applicable except as the enforceability thereof may be limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or other similar laws of general application affecting generally the enforcement of creditors’ rights and remedies and to or by general principles of equity (regardless limiting the availability of whether enforceability is considered in a proceeding in equity or at law)equitable remedies. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The To induce the Lender to enter into this Amended and Restated Loan Agreement, the Borrower hereby represents and warrants to the Lender as follows:, which representations and warranties shall survive the execution and delivery of this Amended and Restated Loan Agreement and the provision of the funds until the termination of this Amended and Restated Loan Agreement pursuant to Section 7.1 hereof, notwithstanding any investigations or examinations which may be made by the Lender, and the Lender shall be deemed to have relied on such representations and warranties in the provision of the funds, effective as of the date of this Amended and Restated Loan Agreement. (a) 4.1 The Borrower is (i) a corporation duly organized, incorporated and validly existing and in good standing subsisting under the laws of Canada and has the jurisdiction of corporate power and authority to enter into and perform its organization, obligations under the Amended and (ii) duly qualified Restated Loan Agreement and has all necessary approvals to do business as a foreign organization in each jurisdiction in which authorize the nature execution of the business conducted or Amended and Restated Loan Agreement on behalf of the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesBorrower. (b) 4.2 The execution, delivery and performance by the Borrower of each the Amended and Restated Loan Document to which it isAgreement and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, result in any breach or violation of, or is to becomeconstitute a default under the constating documents or by-laws of, a partyor any applicable laws, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action determination or award presently in effect and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly 4.3 When executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will bedelivered, the legal, Amended and Restated Loan Agreement will constitute valid and legally binding obligation of the Borrower obligations enforceable against the Borrower in accordance with its their respective terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, limitations with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished enforcement imposed by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or law in connection with the Loan Documents bankruptcy or similar proceedings and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or equitable remedies such as specific performance and injunction are in the aggregate, reasonably be expected to have a Material Adverse Effectdiscretion of the court from which they are sought.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: (a) The Borrower is (i) a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesDelaware. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isTransaction Document, or is to become, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documentsOrganizational Documents, or (ii) any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a partyTransaction Document, except for the FERC Authorizationthose authorizations, approvals, actions, notices and filings which has have been duly obtained, taken, given or made and is are in full force and effect. (d) This Agreement Each Transaction Document (other than the Notes) has been, and each of the other Loan Documents to which it isNotes when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Draw will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇margin stock. (if) The Borrower is not required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of under the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational 's corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, 's charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) , the Notes or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is, or is to become, a party when delivered hereunder will have been or will be (as the case may be) been, duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution each of the Notes and delivery thereof each of the other Loan Document Documents to which it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower and its Subsidiaries as the Unaudited Statements of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each BankLender, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datespresent, in accordance with GAAP, subject, subject in the case of such financial statements for the fiscal quarter ended March 31, 2024, Unaudited Statements to normal year-end adjustments audit adjustments, the Consolidated financial condition, results of operations and cash flows of the absence of detailed footnotesrelevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the Disclosure DocumentsSince June 30, since December 31, 20232003, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any matter Disclosed Litigation, or its financial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Revolving Credit Advance will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After margin stock; and after applying the proceeds of each Extension Revolving Credit Advance hereunder, margin stock (within the meaning of Credit, not more Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25% %) of the value of the those assets of the Borrower and its Subsidiaries which are subject to the restrictions of Section 5.02(a)any limitation on sale or pledge, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇any other restriction hereunder. (in) The Neither the Borrower is not nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, an “"investment company” ", or a company “controlled” by an “"affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company” " (within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The Borrower has implemented is a "public utility company" and maintains a "subsidiary company" of MichCon Holdings, Inc., which is a "holding company" and a "subsidiary company" of Enterprises, which is a "holding company" and "subsidiary company" of DTE Energy, which is a "holding company" as such terms are defined in effect policies and procedures designed to ensure compliance by the BorrowerPublic Utility Holding Company Act of 1935, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctionsas amended (the "1935 Act"), and such "holding companies" and the Borrower, its Subsidiaries and their respective officers and employees and, to Borrower are currently exempt from the knowledge provisions of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of 1935 Act (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctionsexcept Section 9 thereof). (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The In order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto each Lender and the Administrative Agent that the following statements are true, correct and complete: (ai) The Borrower is General Partner has the requisite power and authority to execute, deliver and perform this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 (ithe “Amended Credit Agreement”, and together with this Amendment No. 1, collectively, the “Amendment Documents”) duly organized, validly existing and in good standing under the laws on behalf of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which Borrower. The General Partner is the nature Person who has executed this Amendment No. 1 on behalf of the business conducted or Borrower and is the property ownedsole general partner of the Borrower. Each Qualified Borrower has the requisite power and authority to execute, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesdeliver and perform the Amendment Documents. (bii) The execution, delivery and performance of each of the Amendment Documents by the Borrower of and each Loan Document Qualified Borrower and to which it is, the Borrower or such Qualified Borrower is to become, a party, party and the consummation of the transactions contemplated thereby are within the Borrower’s organizational partnership powers or such Qualified Borrower’s corporate powers, have been duly authorized by all necessary organizational partnership, corporate or other applicable action (and, in the case of the General Partner acting on behalf of the Borrower in connection therewith, all necessary corporate action of such General Partner) and do such authorization has not contravene (i) been rescinded. No other partnership or corporate action or proceedings on the Borrower’s organizational documents, (ii) law applicable to part of the Borrower or its properties, any General Partner or the Qualified Borrowers is necessary to consummate such transactions. (iii) any contractual or legal restriction binding on or affecting Each of the Amendment Documents to which the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body a Qualified Borrower is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which party has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, on behalf of the Borrower or such Qualified Borrower and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, constitutes the Borrower’s or such Qualified Borrower’s legal, valid and binding obligation of the Borrower obligation, enforceable against the Borrower or such Qualified Borrower in accordance with its terms, subject, however, except to any the extent that the enforcement thereof or the availability of equitable remedies may be limited by applicable bankruptcy, reorganization, rearrangementinsolvency, moratorium moratorium, fraudulent transfer, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting generally the enforcement of creditors’ rights and remedies and to generally or by general principles of equity (equity, or by the discretion of any court in awarding equitable remedies, regardless of whether enforceability such enforcement is considered in a proceeding in of equity or at law), is in full force and effect and all the terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the Company, the Borrower, the Qualified Borrowers, and the Borrower’s Subsidiaries on or before the Amendment Effective Date have been performed or complied with, and no Potential Event of Default, Event of Default or breach of any covenant by any of the Company, the Borrower, the Qualified Borrowers or any Subsidiary of the Borrower exists thereunder, both before and after giving effect to this Amendment No. 1. (eiv) The consolidated financial statements of the Borrower execution, delivery and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies performance of each of the Amendment Documents to which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower or a Qualified Borrower is a party do not and its Subsidiaries as at such dates and will not (A) conflict with the consolidated results Organizational Documents of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any Subsidiary of its Subsidiaries before the Borrower or any courtQualified Borrower, governmental agency (B) constitute a tortious interference with any Contractual Obligation of any Person or arbitrator that could reasonably conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of the Borrower, the General Partner, any Limited Partner, any Subsidiary of the Borrower, any Qualified Borrower, or any general or limited partner of any Subsidiary of the Borrower, or require termination of any such Contractual Obligation which may subject the Administrative Agent or any of the other Lenders to any liability, (C) result in or require the creation or imposition of any Lien whatsoever upon any of the Property or assets of the Borrower, the General Partner, any Limited Partner, any Subsidiary of the Borrower, any Qualified Borrower or any general partner or limited partner of any Subsidiary of the Borrower, or (D) require any approval of shareholders of the Company or any general partner (or equity holder of any general partner) of any Subsidiary of the Borrower or any Qualified Borrower . (v) The execution, delivery and performance of each of the Amendment Documents to which the Borrower or a Qualified Borrower is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, except filings, consents or notices which have been made, obtained or given. (vi) The representations and warranties of the Borrower contained in Article VII of the Credit Agreement are and will be expected true and correct in all material respects on and as of the Amendment Effective Date to have a the same extent as though made on and as of such dates (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for (x) changes in factual circumstances permitted hereunder and (y) representations and warranties qualified by “materiality”, “Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Actsimilar language, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will shall be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. 7.1. The Borrower hereby represents and warrants to the Lender as follows: (a) 7.1.1. The Borrower is (i) duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of Israel, with full power and authority to carry on its business and to own or lease and to operate all of its organizationproperties as and in the places where such business is conducted and such properties are owned, leased or operated. 7.1.2. The Borrower has the corporate power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which consummate the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) transactions contemplated hereby. The execution, execution and delivery and performance by the Borrower of each Loan Document to which it isthis Agreement, or is to become, a party, are within and the Borrower’s organizational powersconsummation of the transactions contemplated hereby, have been duly authorized by all necessary organizational requisite corporate action and do not contravene (i) of the Borrower’s organizational documents, (ii) law applicable to the . The Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by itthis Agreement, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the which is a legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower it in accordance with its termsterms except (x) as limited by applicable bankruptcy, subjectinsolvency, reorganization, moratorium or other laws affecting enforcement of creditors` rights, (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (z) to the extent enforceability of any indemnification provisions may be limited by applicable laws. The Borrower hereby covenants and undertakes to the Lender, for so long as the Loan Amount or any part thereof remains outstanding (or unconverted as the case may be), as follows: 7.1.3. The Borrower will do or cause to be done all actions necessary to preserve and keep in full force and effect its corporate existence, comply with all laws applicable to Borrower, and use its best efforts to avoid any event, occurrence or condition that could reasonably have a material adverse effect upon the Borrower`s business. 7.1.4. The Borrower will, except for the effects of reasonable wear and tear in the ordinary course of business, at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto. 7.1.5. The Borrower will keep adequately insured, by financially sound reputable insurers, all property of a character usually insured by similar entities and carry such other insurance as is usually carried by similar entities to the extent Borrower is not covered under Lender's insurance policies. 7.1.6. The Borrower will, promptly following its obtaining knowledge of the occurrence of a Default Event, notify the Lender in writing of such Default Event setting forth the details of such Default Event. 7.1.7. The Borrower will at all times maintain books of account in which all of its financial transactions are duly recorded in conformity with generally accepted accounting principles. 7.1.8. Borrower will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements of the that Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably shall not be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which Borrower, shall set aside on its books adequate reserves are being maintained in accordance with GAAP respect to any such tax, assessment, charge, levy or (b) to the extent that the failure to do claim so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcontested.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesDelaware. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Agreement and the Notes or CAF Notes (if any), or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational 's corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) contravene the Borrower’s organizational documents, (ii) 's certificate of incorporation or by laws or any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower, or (ii) constitute a default under any existing indenture, loan agreement or other material agreement to which the Borrower or its propertiesany Subsidiary of the Borrower is a party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes or CAF Notes (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtainedif any), and no law or regulation is in full force and effectapplicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes or CAF Notes (if any) when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes or CAF Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 20232004, and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such date, as filed with the SECthen ended, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECindependent public accountants, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232004, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effectother Loan Document or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying . (h) Neither the proceeds of each Extension of Credit, not more than 25% of the value of the assets Borrower nor any Subsidiary of the Borrower and its Subsidiaries is an "investment company" as defined in, or otherwise subject to the restrictions of Section 5.02(a)regulation under, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. None of the execution and delivery of the Loan Documents by the Borrower or the performance of its obligations thereunder violate any regulation under the Public Utility Holding Company Act of 1935, as amended. (ji) Except as The Borrower is and each of its Subsidiaries are in substantial compliance with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, CERC 5-Year Revolving Credit Agreement without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except for any non-compliance that could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (lj) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other All written information heretofore furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to for purposes of or in connection with this Agreement or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Loan Documents Borrower to the Administrative Agent or any Lender will be, true and accurate in all material respects on the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed date as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, which such information is stated in the light of the circumstances under which they were such information was provided (as modified or will be madesupplemented by other information so furnished, not misleading in any material respectwhen taken together as a whole as of the date so stated); provided provided, that, with respect to projections and forward looking statementsprojected financial information, the Borrower represents only that such information was prepared in good faith based upon on assumptions and estimates believed to be reasonable at the time made and notes time, it being recognized by the Lenders that whether or not such projections or forward looking statements are in fact achieved will depend upon as to future events some of which are not within to be viewed as facts and that actual results during the control period or periods covered by any such projections may differ from the projected results. The Borrower has disclosed to the Administrative Agent any and all facts specific to the Borrower and its Subsidiaries and known as of the date hereof to a Responsible Officer of the Borrower that could reasonably be expected to result in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect or may affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial condition of the Borrower and actual results may vary from the projections and such variations may be material andits Subsidiaries, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedtaken as a whole. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower and each of its Subsidiaries is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation and (ii) is duly qualified to do business as a foreign organization in, and is in each jurisdiction in which good standing in, all other jurisdictions where the nature of the its business conducted or the nature of property owned, operated owned or leased used by it requires makes such qualification, qualification necessary (except where the failure to so qualify would not materially adversely affect its business, condition (financial or otherwiseconstitute a Material Adverse Change), operations or properties. (b) The execution, delivery and performance by the Borrower of each this Agreement and the other Loan Document Documents to which it is, is or is to become, will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not and will not contravene (i) the Borrower’s organizational documentscharter or by-laws, (ii) law applicable to the Borrower or its propertiesany law, or (iii) any legal or contractual or legal restriction binding on or affecting the Borrower Borrower; and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Approval is required for in connection with the due execution, delivery and or performance by the Borrower of this Agreement any Loan Document, other than (including obtaining any Extensions of Credit under this Agreementi) or any other Loan Document to which it isRelease No. 27542, or is to become70-10052, a partyissued by the Securities and Exchange Commission on June 21, except for 2002 and (ii) Release No. 35-27615, 70-10052, issued by the FERC AuthorizationSecurities and Exchange Commission on December 13, 2002, which has been duly obtained, releases are final and is in full force and effecteffect and not subject to appeal, rehearing, review or reconsideration. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, subjectsubject to the qualifications, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally that the enforcement of creditors’ the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general principles application affecting rights and remedies of equity (regardless creditors and that the remedy of whether enforceability specific performance or of injunctive relief is considered in a proceeding in equity or at law)subject to the discretion of the court before which any proceedings therefor may be brought. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of Since December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232002, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse EffectChange. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants as followsto each Lender that: (a) The Borrower is (i) duly organized, validly existing representations and warranties contained in good standing under the laws Article V of the jurisdiction Original Agreement are true and correct at and as of its organizationthe time of the effectiveness hereof (except to the extent that such representations specifically refer to an earlier date, in which cases they are true and correct as of such earlier date, and except that Sections 5.05(a) and (iib) duly qualified shall be deemed to do business as a foreign organization in each jurisdiction in which refer to the nature annual audited consolidated financial statements of the business conducted or Borrower dated as of December 31, 2003 and the property ownedquarterly unaudited consolidated financial statements of the Borrower dated as of September 30, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise2004), operations or properties. (b) The execution, delivery Borrower is duly authorized to execute and performance by deliver this Amendment and the Borrower of each Loan Document is and will continue to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been be duly authorized by to borrow monies and to perform its obligations under the Original Agreement. The Borrower has duly taken all corporate action necessary organizational action to authorize the execution and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesdelivery of this Amendment. (c) No authorization or approval or other action by, The execution and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining Amendment, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any Extensions provision of Credit under this Agreement) law, statute, rule or regulation or of the certificate of incorporation and bylaws of the Borrower or of any other Loan Document material agreement, judgment, license, order or permit applicable to or binding upon the Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Borrower. Except for those which it is, or is to become, a party, except for the FERC Authorization, which has have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and is in full force and effectdelivery by the Borrower of this Amendment. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) When duly executed and delivered by itdelivered, this Amendment and this the Original Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid be a legal and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable except as limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting generally of general application relating to the enforcement of creditors’ ' rights and remedies and to general by equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)general application. (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesDelaware. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the Notes to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any material contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower, in each case under this clause (ii), other than any such contravention which could not be reasonably likely to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document the Notes to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, their respective terms except to any the extent that the enforceability thereof may be limited by applicable bankruptcy, reorganization, rearrangementinsolvency, moratorium or similar and other laws affecting generally the enforcement of creditors’ rights generally and remedies and to general by equitable principles of equity (regardless of whether enforceability is considered enforcement in a proceeding sought in equity or at law). (e) The consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries as of at December 31, 20232018, and for the year ended on such date, as set forth in related Consolidated statements of income and cash flows of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such date, as filed with the SECthen ended, accompanied by an opinion of Deloitte Ernst & Touche Young LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECindependent public accountants, copies of each of which have been furnished to each BankLender, fairly present in all material respects the consolidated Consolidated financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated Consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232018, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect (other than the Disclosed Litigation) and there has been no adverse change in the status, or financial effect on the Borrower or any matter disclosed in such filings that could reasonably be expected of its Subsidiaries, of the Disclosed Litigation or (ii) purports to result in such a Material Adverse Effectaffect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Advance will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇.margin stock in a manner that would violate Regulation U. (ih) The Borrower is not an “investment company” ”, or a company “controlled” by an “investment company” ”, within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) Neither the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower Information Memorandum nor any of its ERISA Affiliates has incurred any liability other information, exhibit or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information report furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or in connection with the Loan Documents negotiation and syndication of this Agreement or pursuant to the transactions contemplated therebyterms of this Agreement, when considered in their totality taken together with the information set forth in the Borrower’s periodic reports filed as of any date of determination filings with the SEC under the Securities and Exchange Act of 1934Commission, as amended, do not contain and will not contain, contained when taken as a whole, furnished any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omitted to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, made therein not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedmisleading. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (oj) The Borrower has implemented and implemented, maintains in effect and enforces policies and procedures that it believes are reasonably designed to ensure promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, Sanctions and the Borrower, Borrower and its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, Borrower or any Subsidiary thereof or any of their respective officers or employeesor, or (b) to the knowledge of the Borrower, any director of their respective directors, officers, employees or agent of the Borrower or any Subsidiary agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The In order to induce the Bank to enter into this Agreement and to extend the Credit Facility to the Borrower, the Borrower hereby represents and warrants the following to the Bank as followsof the Agreement Date: (a) The Borrower is (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware, (ii) has all requisite corporate power, authority and legal right to conduct its organizationbusiness as now conducted and as contemplated by its certificate of incorporation and by-laws, to make borrowings hereunder, to execute, deliver and perform this Agreement and the Note, and (iiiii) is duly qualified to do business as a foreign organization and is in good standing in each jurisdiction in which the nature character of the business conducted or the property owned, operated properties owned or leased by it requires or in which the transaction of its business makes such qualificationqualifications necessary, except where failure that this Section (a)(iii) shall not apply to so qualify would qualifications the lack of which, singly or in the aggregate, has not materially adversely affect its business, condition (financial or otherwise), operations or propertieshad and will not have a Materially Adverse Effect on the Borrower. (b) The executionBorrower is not in violation of its by-laws or certificate of incorporation or in default in the performance or observance of any material obligation, delivery and performance by agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement or lease to which the Borrower is a party or by which it may be bound. The execution and delivery of each Loan Document either this Agreement or the Note and the incurrence of the obligations and the consummation of the transactions herein and therein contemplated will not conflict with, or constitute a breach of or default under, the Borrower's by-laws or certificate of incorporation or any material contractual restriction, instrument, indenture, mortgage, agreement or lease to which the Borrower is a party or by which it ismay be bound, or is to becomeany law, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower administrative rule or its properties, regulation or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiescourt decree. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower Each of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for and the FERC Authorization, which Note has been duly obtainedauthorized, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by itthe Borrower, and each of this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the Note constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and remedies and to generally or by general principles of equity equity. (regardless d) No consent, approval, authorization, order, registration or qualification of whether enforceability or with any court, any regulatory authority or other governmental agency or body is considered in a proceeding in equity required for the execution or at law)delivery of this Agreement or the Note by the Borrower or for the consummation of the transactions contemplated by this Agreement or the Note. (e) The consolidated financial statements of the Borrower No Default has occurred and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borroweris continuing. (f) Except as disclosed in As of the Disclosure Documentsdate hereof, there no material litigation, arbitration, administrative proceeding or any other proceeding or claim before any court, tribunal, governmental authority or any body or Person with judicial or quasi-judicial authority is no presently pending or, or to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower against it or any of its Subsidiaries before any courtassets which has a significant possibility of having a Materially Adverse Effect on the Borrower or its ability to perform under this Agreement or the Note. (g) Except as disclosed to the Bank, governmental agency or arbitrator that could except as would not, either singly or in aggregate, reasonably be expected to have a Material Materially Adverse Effect. There Effect on the Borrower, the Borrower has been no change in not violated or failed to comply with ERISA or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or bothEnvironmental Laws. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “"investment company” or a company “controlled” by an “investment company” " within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesVirginia. (b) The execution, delivery and performance by the Borrower of each this Agreement and the other Loan Document Documents to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower, in the case of this clause (ii), the contravention of which would be reasonably likely to result in a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any the other Loan Document Documents to which be delivered by it is(except to the extent failure to receive such authorization, approval or other action, or is to becomedeliver such notice or filing, would not in the aggregate be reasonably expected to result in a partyMaterial Adverse Effect), except for the FERC Authorization, such authorizations and approvals which has have been duly obtained, obtained and is in full force notices and effectfilings which have been made. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to any except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles. (e) The audited consolidated balance sheets and the statements of income, stockholders’ equity, and cash flow for the Borrower and its consolidated subsidiaries as of and for each fiscal year of the Borrower in the fiscal year period ended on January 30, 2021, including the notes thereto, if applicable, and for the three-quarter period of the Borrower ended on October 30, 2021, including the notes thereto, present fairly in all material respects the consolidated financial statements position of the Borrower and its Subsidiaries consolidated subsidiaries as of December 31, 2023, the date and for the year ended on such dateperiod referred to therein and the results of operations and cash flows for the periods then ended, and, except as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such dateSchedule 4.01(e), as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods covered thereby, subjectexcept, in the case of such interim period financial statements statements, for the fiscal quarter ended March 31, 2024, to absence of notes and for normal year-end adjustments and the absence of detailed footnotesexcept as otherwise noted therein. Except as disclosed in the Disclosure DocumentsSince January 30, since December 31, 20232021, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect other than the matters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effectother Loan Document or the consummation of the transactions contemplated hereby. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Extension of Credit Advance will be used to purchase or carry any Margin Stock margin stock in violation of said Regulations T, U or X or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying margin stock in violation of said Regulations T, U or X. Following application of the proceeds of each Extension of CreditAdvance, not more than 25% 25 percent of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) that are subject to the restrictions of Section 5.02(a)a restriction on sale, (c) pledge, or (d) disposal under this Agreement will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (ih) The Borrower is not an “investment company” as defined in, or a company “controlled” by an “investment company” within the meaning of subject to regulation under, the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or in connection with the Loan Documents negotiation and the transactions contemplated therebysyndication of this Agreement (other than any information of a general economic or industry nature or financial estimates, when considered in their totality together with the any forecasts and any other forward-looking information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not containafter giving effect to all supplements and updates thereto), when taken as a whole, does not contain any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omitted to state any a material fact necessary to make the statements therein, made therein not materially misleading in the light of the circumstances under which they were such statements are made. (j) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Plan is in compliance with ERISA, the Code and any applicable law; (ii) no Reportable Event has occurred; (iii) no Plan is reasonably likely to be insolvent or in reorganization and no written notice of any such insolvency or reorganization has been given to the Borrower; (iv) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA); (v) neither the Borrower nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 406, 409, 502(c), (i) or (l), 4062, 4063, 4064, 4069, 4201, 4204 or 4071 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and (vii) no lien imposed under Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA on the assets of the Borrower exists (or is reasonably likely to exist) nor has the Borrower been notified in writing that such a lien will be madeimposed on the assets of the Borrower on account of any Plan. No Plan has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 4.01(j), be reasonably likely to have a Material Adverse Effect. Except as would not misleading reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) neither the Borrower nor any material respect; provided thatERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA), or has been determined to be in “endangered or critical” status with the meaning of Section 432 of the Code or Section 305 of ERISA and (ii) no such Multiemployer Plan is reasonably expected to be insolvent or in “endangered or critical” status. Notwithstanding any provision of this Section 4.01(j) to the contrary, with respect to projections and forward looking statementsMultiemployer Plans, the representations and warranties in this Section 4.01(j), other than any made with respect to (i) liability under Section 4203 or 4205 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Borrower represents only that such information was prepared nor any ERISA Affiliate has incurred nor reasonably expects to incur any liability under Title IV of ERISA or any Lien in good faith based upon assumptions and estimates believed favor of the PBGC with respect to be reasonable at the time made and notes that whether or not such projections or forward looking statements any Plan maintained by an ERISA Affiliate. (k) All Foreign Plans are in fact achieved will depend upon future compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events some would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) Except where the failure of which are would not within be reasonably expected to, individually or in the control aggregate, have a Material Adverse Effect, (a) each of the Borrower and actual results may vary from the projections Subsidiaries has filed all U.S. federal income tax returns and such variations may all other tax returns, domestic and foreign, required to be material andfiled by it and has paid all taxes payable by it that have become due, accordingly, other than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP and (b) the Borrower gives no representation and warranty that each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower or such projections and forward looking statements will be achievedSubsidiary) in accordance with GAAP for the payment of, all taxes applicable for the current fiscal year to the Effective Date. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (om) The Borrower has implemented and maintains in effect policies and procedures designed to ensure promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with AML Laws, Anti-Corruption Laws and applicable Sanctions, and the Borrower, Borrower and its Subsidiaries and their respective officers and employees and, to the knowledge of the BorrowerBorrower their respective officers, its directors employees and agentsdirectors, are in compliance with Anti-Corruption Laws and applicable Sanctions Sanctions, in all material respects. None of (a) the Borrower, Borrower or any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director of their respective directors, officers, employees or agent of the Borrower or any Subsidiary designated agents that will act in any capacity in connection with or directly benefit from the use of proceeds of the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (pn) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements As of the Borrower or such ERISA AffiliateEffective Date, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that best knowledge of the failure to do so could notBorrower, individually or the information included in the aggregate, reasonably be expected Beneficial Ownership Certification provided on or prior to have a Material Adverse Effectthe Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows, with the intent that the Lender will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby: (a) The the Borrower and each of its subsidiaries is (i) a valid and subsisting limited liability company, corporation or other entity duly organizedformed and, validly existing and as applicable, in good standing under the laws of the jurisdiction of in which it is incorporated, formed, continued, or amalgamated and has the company, corporate or other entity power and authority to own its organization, property and (ii) duly qualified to do conduct its business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties.currently conducted; (b) The execution, delivery and performance by the Borrower of each Loan Document has the company power and capacity to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under enter into this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement ishas been duly authorized, executed, and upon execution delivered by the Borrower and delivery thereof each other Loan Document will be, the constitutes legal, valid valid, and binding obligation obligations of the Borrower Borrower, enforceable against the Borrower by the Lender in accordance with its their respective terms, subject, however, subject to any applicable laws relating to bankruptcy, reorganizationinsolvency, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies generally and to general principles the discretion of equity (regardless a court of whether enforceability is considered in a proceeding in equity or at law).competent jurisdiction regarding the availability of equitable remedies; (e) The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates subsidiaries has incurred committed an act of bankruptcy, has proposed a compromise or arrangement to its creditors generally, has had a petition or a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken any liability proceedings with respect to a compromise or obligation under the WARN Actarrangement, which remains unpaid has taken any proceedings to have itself declared bankrupt or unsatisfied.wound-up, has taken any proceedings to have a receiver appointed for any of its property, or has had any execution or distress become enforceable or become levied upon any of its property; (md) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information except as set forth in Schedule 4.1(d), neither the Borrower’s periodic reports filed as Borrower nor any of its subsidiaries is in default in any date material respect (nor has any event occurred which, but for the lapse of determination with time or the SEC under the Securities Exchange Act giving of 1934Notice, as amendedor both, do not contain and will not contain, when taken as would constitute a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading default in any material respect; provided that) under any obligation or under any licence or permit to own and/or operate its properties or assets or to carry on its business; (e) the Borrower and each of its subsidiaries owns, with respect possesses, and has good and marketable title to projections its property and forward looking statementsassets free and clear of any and all Liens, except Permitted Liens; (f) except as set forth in Schedule 4.1(f), the Borrower represents only that such information was prepared in good faith based upon assumptions is not Party to or bound by any agreement of guarantee, indemnification, assumption, endorsement, or any other like commitment of the obligations, liabilities (contingent or otherwise), or indebtedness of any other person; (g) the execution and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some delivery of which are not within the control of this Agreement by the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerBorrower with the terms thereof will not: (i) violate or conflict with any applicable laws, its Subsidiaries and their respective directorsstatute, officersordinance, employees and agents with Anti-Corruption Laws and applicable Sanctionsregulation, and the Borroweror rule, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employeesjudgment, decree, order, or (b) to the knowledge award of the Borrowerany court, any director governmental body, or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from arbitrator having jurisdiction over the Borrower or any of its ERISA Affiliates on account subsidiaries; (ii) require any authorization, consent, approval, exemption, or other action by, or Notice to, any stock exchange, governmental agency, authority, regulatory body, or court; (iii) violate or conflict with, or constitute a default (or an event which, with Notice or lapse of wages and employee and retiree health and welfare insurance and other benefits have been paid time, or properly accrued on the financial statements of both, would constitute a default) under any contract to which the Borrower or any of its subsidiaries is a Party, or by which the Borrower or any of its subsidiaries or any of their assets or properties may be bound or affected; (iv) result in the termination of, any additional payment under, or the change in any terms of, or accelerate the performance of any obligation required by (or give rise to a right of any Party thereto, exercisable on Notice or otherwise, to terminate, to require that any additional payment be made under, to change any terms of, or to accelerate the performance of any obligation under) any contract to which the Borrower or any of its subsidiaries is a Party or by which the Borrower, any of its subsidiaries, or any of their assets or properties may be bound or affected; (v) result in the creation of any Lien upon any of its property or assets; (vi) violate or conflict with any license held by it or which is necessary to the operation of its business; or (vii) violate or conflict with the provisions of the Borrower’s certificate of formation or operating agreement; (h) except as set forth in Schedule 4.1(h), neither the Borrower nor any of its subsidiaries is a Party to any actions, suits, or proceedings which could materially affect their business or financial condition, and to the best of the Borrower’s knowledge no such ERISA Affiliateactions, suits, or proceedings have been threatened as at the date hereof; (i) the Borrower and each of its subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules, and regulations of each jurisdiction in which its business is carried on and is licensed, registered, or qualified in all jurisdictions in which it owns, leases, or operates its property or carries on business to the extent required to enable its business to be carried on as now conducted and its property and assets to be owned, leased, and operated, and all such licences, registrations, and qualifications are valid, subsisting, and in good standing and neither the Borrower nor any of its subsidiaries has received a Notice of non-compliance, nor knows of, any facts that could give rise to a Notice of noncompliance with any such laws, regulations, or permits which would have a Material Adverse Effect on the Borrower. Except for any violation or default which would not have a Material Adverse Effect on the Borrower, neither the Borrower nor any of its subsidiaries is (i) in violation of its certificate of formation, operating agreement, or similar organizational documents; (ii) in default, and no event has occurred that, with Notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which it is a Party or by which it is bound or to which any of its properties or assets is subject; or (iii) in violation of any law or statute or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority; (j) the Borrower and each of its subsidiaries possesses all material certificates, licenses, approvals, permits, and authorizations (collectively, “Governmental Licenses”) and has made all declarations and filings with the appropriate federal, state, local, or foreign governmental or regulatory authorities that are necessary to own, lease, or license, as the case may be, and to conduct its business and is in compliance in all material respects with the terms and conditions of all such Governmental Licenses. Neither the Borrower nor any of its subsidiaries has received any Notice of proceedings relating to the revocation or modification of any such Governmental License; (k) the Borrower and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which it engages, and the Borrower has no reason to believe that it or its subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue their respective business at a similar cost to that of its existing coverage; and (l) the Borrower and each of its subsidiaries has filed in a timely manner all necessary tax returns and Notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and the Borrower is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to result in any Material Adverse Effect on the Borrower; and (m) except as set forth in Schedule 4.1(m), all material contracts to which the Borrower and each of its subsidiaries is a Party or by which it is bound are legal, valid, binding, and in full force and effect and enforceable by the Borrower or its subsidiaries, as applicable, in accordance with GAAP. (q) The their respective terms and are the product of arm’s length negotiations between the Parties thereto; and the Borrower and each of its Subsidiaries have filed subsidiaries has performed in all federal, state and other Tax returns and reports material respects all respective obligations required to be filedperformed by it to date under the material contracts and is not, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) is not to the extent that knowledge of the failure Borrower alleged to do so could notbe (with or without the lapse of time or the giving of Notice, individually or both), in the aggregate, reasonably be expected to have a Material Adverse Effectbreach or default in any material respect thereunder.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational 's corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, 's charter or by-laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) , the Notes or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is, or is to become, a party when delivered hereunder will have been or will be (as the case may be) been, duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution each of the Notes and delivery thereof each of the other Loan Document Documents to which it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower Borrower, DECO and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECMichCon, copies of each of which have been furnished to each BankLender, fairly present the consolidated Consolidated financial condition condition, results of operations and cash flows of the Borrower relevant Persons and its Subsidiaries entities, as at such the dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestherein indicated, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure Documents, since Since December 31, 20232003, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any matter Disclosed Litigation, or its financial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Credit Extension of Credit will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Credit, not more Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25% %) of the value of the those assets of the Borrower and its Subsidiaries which are subject to the restrictions of Section 5.02(a)any limitation on sale or pledge, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇any other restriction hereunder. (in) The Neither the Borrower is not nor any of its Subsidiaries is, or after the making of any Credit Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, an “"investment company” ", or a company “controlled” by an “"affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company” " (within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The At all times the Borrower has implemented is exempt from being required to seek approval to perform its obligations under the Loan Documents pursuant to Rule 2 of the Rules and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, Regulations promulgated pursuant to the knowledge Public Utility Holding Company Act of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate1935, as applicable, in accordance with GAAPamended. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement, the Acquisition Documentation and the Notes, if any, to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents), (ii) applicable law applicable to the Borrower or its properties, or (iii) any contractual contract or legal restriction instrument binding on or affecting the Borrower or any of its propertiesproperties or assets that is material to the Borrower and its Subsidiaries, taken as a whole. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) , the Acquisition Documentation or any other Loan Document the Notes, if any, to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effectbe delivered by it. (d) This Agreement and the other Loan Documents Acquisition Documentation have been, and each of the Notes, if any, to which it isbe delivered by the Borrower when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, the Borrower. The Acquisition Documentation remains in full force and effect. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, each of this Agreement and the Acquisition Documentation is, and upon execution and delivery thereof each other Loan Document of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, subjectsubject to (i) bankruptcy, however, to any applicable bankruptcyinsolvency, reorganization, rearrangement, moratorium or and other similar laws of general application affecting generally the enforcement of creditors’ rights and remedies of creditors and to (ii) general principles of equity (equity, regardless of whether enforceability is considered applied in a proceeding proceedings in equity or at law). (e) The consolidated financial Consolidated balance sheet of Oracle and its Subsidiaries as at May 31, 2005, and the related Consolidated statements of income and cash flows of Oracle and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended dated May 31, 2005, and the Consolidated balance sheet of Oracle and its Subsidiaries as at August 31, 2005, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such datethree months then ended, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, Securities and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report Exchange Commission on Form 10-Q for the with respect to its fiscal quarter ended on such datedated August 31, as filed with the SEC2005, copies of each of which have been furnished to each BankLender, fairly present present, subject, in the consolidated case of said balance sheet at August 31, 2005, and said statements of income and cash flows for the three months then ended, to absence of footnotes and to year-end audit adjustments, the Consolidated financial condition of the Borrower Oracle and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower Oracle and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the BorrowerGAAP consistently applied. (f) Except as disclosed in the Disclosure Documents, there There is no pending or (to the knowledge of the Borrower) threatened action action, investigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably be expected likely to have a Material Adverse Effect. There has been no change in Effect or (ii) that purports to affect the legality, validity or enforceability of this Agreement or any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse EffectNote or the consummation of the transactions contemplated hereby. (g) No event Since May 31, 2005, there has not occurred and any Material Adverse Effect which is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or bothcontinuing. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets None of the Borrower and or any of its Subsidiaries subject to the restrictions of Section 5.02(a)is an Investment Company, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower as such term is not an “investment company” or a company “controlled” by an “investment company” within the meaning of defined in the Investment Company Act of 1940, as amended. (ji) Except as could not reasonably No part of the proceeds of any Advances will be expected to used in any manner that would result in a Material Adverse Effectviolation of Regulation U or X, no ERISA Termination Event has occurredissued by the Board of Governors of the Federal Reserve System, or is reasonably expected to occur, as in effect. (j) The proceeds of the Advances shall be used by the Borrower in accordance with respect to any ERISA Planthe provisions of Section 2.16. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reportsNo report, financial statements and statement or other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to subsection 3.01(f)(v) and subsection 5.01(i) (as modified or in connection with supplemented by any other information provided to the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as Agent or any Lender) contains or will contain any material misstatement of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were were, are or will be made, not misleading misleading, except to the extent that the facts (whether misstated or omitted) do not result in any material respecta Material Adverse Effect; provided that, that with respect to projections and forward looking statementsany projected financial information, the Borrower represents only that such information was has been (or will be) prepared in good faith based upon on assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedtime. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (ol) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are is in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None provisions of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payableERISA, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure all failures to do so be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (m) The claims of the Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events. (n) The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material assessment received by the Borrower or any of its Subsidiaries, except in respect of such taxes, if any, as are being contested in good faith and by proper proceedings and to which appropriate reserves are being maintained.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsthat: (a) The Borrower It is (i) a [corporation][limited liability company duly organized], validly existing and in good standing under the laws of the jurisdiction its state of its organization, and (ii) duly [is qualified to do business in the State of Ohio], and has all requisite power to conduct its business as a foreign organization in each jurisdiction in which the nature of the business now conducted or the property ownedand to own, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect hold and lease its business, condition (financial or otherwise), operations or assets and properties. (b) It has full power and authority to execute, deliver and perform the Loan Documents, to grant security interests under the other Security Documents, and to enter into and carry out the transactions contemplated thereby. Such execution, delivery and performance, and the grant of all security interests under the Security Documents, do not, and will not, violate any provision of law or any court order applicable to the Project, the Borrower [or any Guarantor] or the Governing Instruments of the Borrower [or any Guarantor] and do not, and will not, conflict with or result in a default, under any agreement or instrument to which the Borrower [or any Guarantor] is a party or by which it or any of its property or assets is or may be bound. The Loan Documents have, by proper action, been duly authorized, executed and delivered and constitute legal, valid and binding obligations of the Borrower. SAMPLE (c) No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor or [member][shareholder] of Borrower [or any Guarantor], is required in connection with the execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any of the Loan Documents other Loan Document to which it is, or is to become, a partythan the recordation of the UCC Financing Statement, except for the FERC Authorizationsuch consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non-governmental person or entity which has have been duly obtained, and is in full force and effect. (d) This Agreement and There are no actions, suits or proceedings pending or, to the other Loan Documents to which it isbest of Borrower’s knowledge, threatened against or is to becomeaffecting the Borrower [, a party have been any Guarantor] or will be (as the case may be) duly executed and delivered by itProject which, and this Agreement isif adversely determined, and upon execution and delivery thereof each other Loan Document will be, would individually or in the legal, valid and binding obligation aggregate materially impair the ability of the Borrower enforceable against to perform any of its obligations under the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium Loan Documents or similar laws affecting generally adversely affect the enforcement financial condition of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).the Borrower. Loan (e) The consolidated financial statements It is not in default under any of the Borrower and its Subsidiaries as of December 31Loan Documents, 2023, and for the year ended on such date, as set forth or in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds payment of any Extension of Credit will be used to purchase indebtedness for borrowed money or carry under any Margin Stock agreement or to extend credit to others for the purpose of purchasing or carrying instrument evidencing any Margin Stock. After applying the proceeds of each Extension of Creditsuch indebtedness, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Borrower’s knowledge, no event has occurred which by notice, the passage of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None time or otherwise would constitute any such event of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctionsdefault. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesincorporation. (b) The execution, delivery and performance by the Borrower of each the Loan Document Documents to which it is, or is to become, a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by‑laws or (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtained, and is in full force and effect. (d) This Agreement has been, and each of the other Loan Documents to which it isNotes when delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, subject to the effect of any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws law affecting generally the enforcement of creditors’ creditors rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally. (e) The consolidated financial statements Audited Statements of the Borrower Borrower, DTE Electric and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SECDTE Gas, copies of each of which have been furnished to each BankLender, fairly present present, in all material respects, the consolidated Consolidated financial condition condition, results of operations and cash flows of the Borrower relevant Persons and its Subsidiaries entities, as at such the dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datestherein indicated, all in accordance with GAAP, subject, generally accepted accounting principles consistently applied as in effect on the case date of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotesAudited Statements. Except as disclosed in the Disclosure Documents, since Since December 31, 20232014, there has been no material adverse change Material Adverse Change, except as shall have been disclosed or contemplated in the financial condition or operations of the BorrowerSEC Reports. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any matter of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in such filings the SEC Reports that could be reasonably be expected likely to result in such have a Material Adverse Effect. (g) No event The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has occurred been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and is continuing no circumstances exist that constitutes could be reasonably likely to (i) form the basis of an Event Environmental Action against the Borrower or any of Default the Significant Subsidiaries or any of their properties that would constitute an Event of Default but for the requirement could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that notice be given or time elapse or bothcould have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Credit Extension of Credit will be used to purchase or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Credit, not more Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25% %) of the value of the those assets of the Borrower and its Subsidiaries which are subject to the restrictions of Section 5.02(a)any limitation on sale or pledge, (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇any other restriction hereunder. (in) The Neither the Borrower is not nor any of its Subsidiaries is, or after the making of any Credit Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” or a company “controlled” by an “investment company” (within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects). (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, and to the knowledge of the Borrower, Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof of the Borrower or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or Borrowing, use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid funds seized or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, forfeited in accordance with GAAPan action under any Anti-Money Laundering Laws. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesVirginia. (b) The execution, delivery and performance by the Borrower of each this Agreement and the other Loan Document Documents to which it isbe delivered by it, or is to become, a partyand the consummation of the transactions contemplated hereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action corporate action, and do not contravene (i) the Borrower’s organizational documents, charter or by-laws or (ii) any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesBorrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any the other Loan Document Documents to which it is, or is to become, a partybe delivered by it, except for the FERC Authorization, such authorizations and approvals which has have been duly obtained, obtained and is in full force notices and effectfilings which have been made. (d) This Agreement has been, and each of the other Loan Documents Notes to which be delivered by it iswhen delivered hereunder will have been, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this the Borrower. This Agreement is, and upon execution and delivery thereof each other Loan Document of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its their respective terms, subject, however, to any except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles. (e) The audited consolidated balance sheets and the statements of income, stockholders’ equity, and cash flow for the Borrower and its consolidated subsidiaries as of and for each fiscal year of the Borrower in the fiscal year period ended on February 3, 2018, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial statements position of the Borrower and its Subsidiaries consolidated subsidiaries as of December 31, 2023, the date and for the year ended on such dateperiod referred to therein and the results of operations and cash flows for the periods then ended, and, except as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such dateSchedule 4.01(e), as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods covered thereby, subjectexcept, in the case of such interim period financial statements statements, for the fiscal quarter ended March 31, 2024, to absence of notes and for normal year-end adjustments and the absence of detailed footnotesexcept as otherwise noted therein. Except as disclosed in the Disclosure DocumentsSince February 3, since December 31, 20232018, there has been no material adverse change in the financial condition or operations of the BorrowerMaterial Adverse Change. (f) Except as disclosed in the Disclosure Documents, there There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably be expected likely to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (gEffect other than the matters described on Schedule 4.01(f) No event has occurred and is continuing that constitutes an Event of Default Disclosed Litigation hereto or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither purports to affect the Borrower nor any legality, validity or enforceability of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank this Agreement or any Lender pursuant to other Loan Document or in connection with the Loan Documents and consummation of the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedhereby. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Authority that, as follows: of the date of execution of this Loan Agreement and as of the date of delivery of the Notes to the initial purchasers thereof (a) such representations and warranties to remain operative and in full force and effect regardless of the issuance of the Notes or any investigations by or on behalf of the Authority or the results thereof): The Borrower is (i) a nonprofit public benefit corporation duly organized, validly existing incorporated and in good standing under the laws of the jurisdiction State, and has full legal right, power and authority to enter into this Loan Agreement, and to carry out all of its organizationobligations under and consummate all transactions contemplated by this Loan Agreement, and (ii) by proper corporate action has duly qualified to do business as a foreign organization in each jurisdiction in which authorized the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or properties. (b) The execution, delivery and performance by of this Loan Agreement. The officers of the Borrower of each executing this Loan Document Agreement are duly and properly in office and fully authorized to which it is, or is to become, a party, are within execute the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this same. This Loan Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has been duly obtainedauthorized, and is in full force and effect. (d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by itthe Borrower. This Loan Agreement, as and this Agreement iswhen assigned to the Trustee pursuant to the Indenture, and upon execution and delivery thereof each other Loan Document will be, constitute the legal, valid and binding obligation agreement of the Borrower enforceable against the Borrower by the Trustee in accordance with its terms for the benefit of the Holders of the Notes and the Banks, and any rights of the Authority and obligations of the Borrower not so assigned to the Trustee constitute the legal, valid, and binding agreements of the Borrower enforceable against the Borrower by the Authority in accordance with their terms, subject, however, to any applicable ; except in each case as enforcement may be limited by bankruptcy, reorganization, rearrangement, moratorium insolvency or similar other laws affecting generally the enforcement of creditors’ rights and remedies and to general generally, by the application of equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity and by public policy. The execution and delivery of this Loan Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or at law). compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (ewith due notice or the passage of time or both) The consolidated financial statements under the articles of incorporation of the Borrower, its bylaws, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower and its Subsidiaries as of December 31(except for any lien, 2023, and for the year ended on such date, as set forth charge or encumbrance expressly created herein or in the Borrower’s Annual Report on Form 10-K for Indenture in favor to the fiscal year ended on such dateAuthority or the Trustee,) which conflict, as filed with violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements consummation of the Borrower and its Subsidiaries as of March 31transactions contemplated by this Loan Agreement, 2024or the financial condition, and for the fiscal quarter ended on such dateassets, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the properties or operations of the Borrower and its Subsidiaries No consent or approval of any trustee or holder of any indebtedness of the Borrower or any guarantor of indebtedness of or other provider of credit or liquidity support to or for the periods ended on such datesaccount of the Borrower, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in accordance connection with GAAPthe execution, subjectdelivery and performance of this Loan Agreement, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the case knowledge of such financial statements for the fiscal quarter ended March 31Borrower, 2024after reasonable investigation, threatened, against or affecting the Borrower or the assets, properties or operations of the Borrower which, if determined adversely to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure DocumentsBorrower or its interests, since December 31, 2023, there has been no would have a material adverse change in effect upon the consummation of the transactions contemplated by, or the validity of, this Loan Agreement, or upon the financial condition condition, assets, properties or operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting and the Borrower is not in violation or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been default (and no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event which with the giving of Default notice or that would the passage of time or both could constitute an Event of Default but for the requirement that notice be given or time elapse or both. (ha default) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Planorder or decree of any court or any law, copies order, regulation or demand of which have been filed with the Internal Revenue Service and furnished to the Banksany federal, is complete and accurate and fairly presents the funding status of such ERISA Planstate, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability municipal or obligation under the WARN Actother governmental authority, which remains unpaid violation or unsatisfied. default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Loan Agreement, or the financial condition, assets, properties or operations of the Borrower. All tax returns (mfederal, state and local) The reports, financial statements and other written information furnished required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrower in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. No written information, exhibit or report furnished to the Administrative Agent, any LC Issuing Bank Authority by or any Lender pursuant to or on behalf of the Borrower in connection with the negotiation of this Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, Agreement contains any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading misleading; provided, however, that the Borrower has not made any independent investigation or inquiry into the truth, accuracy or completeness of any report written or provided by any third party. The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from federal income tax under Section 501(a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is not a private foundation as described in Section 509(a) of the Code. The proceeds of the Loan will be used by the Borrower solely to satisfy one or more of its charitable purposes, which have been previously recognized by the Internal Revenue Service as bona fide charitable purposes. The Borrower has full power and authority to carry on its business as now being conducted and to enter into this Loan Agreement and the transactions contemplated therein. All financial statements and information heretofore delivered by or on behalf of the Borrower to the Authority fairly and accurately present the financial position of each respective entity at such date and the results of operations for the year ended on such date. Since the date of such statements, there has been no material adverse change in the financial condition or results of operations of the Borrower or other subjects of such statements. The purposes, character, activities, and methods of operation of the Borrower have not changed since its organization and are not different from the purposes, character, activities and methods of operation contemplated at the time of its determination by the Internal Revenue Service to be an organization described in Section 501(c)(3) of the Code; the Borrower has not or will not divert any material respectpart of its corpus or income for a purpose or purposes other than the purpose or purposes for which it is organized or operated; the Borrower has not operated, nor will it operate, in a manner that would result in its being classified as an “action” organization within the meaning of Section 1.501(c)(3)-(1)(c)(3) of the Regulations, including, but not limited to, promoting or attempting to influence legislation by propaganda or otherwise as a substantial part of its activities; none of its directors, officers, or any related Persons, or any other Person having a private or professional interest in the Borrower’s activities has acquired or received, nor will such Persons be allowed to acquire or receive, directly or indirectly, any of the Borrower’s goods, services, income or assets, without fair compensation or consideration received in exchange therefor; it has not received any indication or notice to the effect that the Borrower’s exemption from federal income taxation under Section 501(c)(3) of the Code has been revoked or modified, or that the Internal Revenue Service is considering revoking or modifying such exemption, and such exemption is still in full force and effect; the Borrower has not devoted or will not devote more than an insubstantial part of its activities in furtherance of a purpose other than an exempt purpose within the meaning of Section 501(c)(3) of the Code. Except as provided that, with respect to projections in the Indenture and forward looking statementsthis Loan Agreement, the Borrower represents only that shall not pledge or otherwise encumber, or permit the pledge or encumbrance of, any money, investment, or investment property pledged as security for payment of any amounts due under this Loan Agreement nor shall the Borrower establish any segregated reserve or similar fund for such information was prepared purpose and shall not prepay any such amounts in good faith based upon assumptions and estimates believed to be reasonable at advance of the time Maturity Date of the Notes. The Borrower has made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certificationshall continue to make all required contributions to all employee benefit plans, if any, is true and correct does not have knowledge of any material liability which has been incurred by the Borrower or remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any multi‑employer plan, and each such plan has been administered in all respects. (o) compliance with its terms and the applicable provisions of ERISA and any other federal or state law. [Other than as disclosed to the Authority and expressly subordinated,] the Borrower has no contingent liabilities or obligations payable from the Deferral Amounts other than its obligations hereunder. The Borrower has implemented no Senior Loans, as defined in the MOU. The Borrower has taken all steps necessary under applicable to qualify for the receipt of the Pledged Revenues, including the Deferral Amounts, and maintains is eligible to receive the Deferral Amount described in effect policies the Intercept Schedule. The Deferral Amounts and procedures designed the right of the Borrower to ensure compliance receive them is not subject to any lien, charge or encumbrance of any kind other that the lien expressly created herein in favor of the Trustee for the benefit of the Noteholders and the Banks. The Borrower has not entered into this transaction with the actual intent to hinder, delay, or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations under this Loan Agreement. The fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of this Loan Agreement, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower does not intend to, or does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower). The Borrower is not (1) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (2) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (3) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock, within the meaning of Regulations T, U and X of the Federal Reserve Board, as applicable, or extending credit for the purpose of purchasing or carrying margin stock, and no part of the proceeds of Loan will be used to buy or carry any margin stock. The Borrower reasonably believes that the Deferral Amounts will be sufficient (without any other borrowing) during the term of the Loan to pay the principal of and interest on the Loan. During the term of the Loan, the Borrower will receive or otherwise have (without additional borrowing) sufficient funds to repay and discharge the Loan, based on all funds received by the Borrower and future projections upon historical experience and reasonable expectations. The Borrower is a “participating party” as defined in the Act. The sum of the amount borrowed to finance working capital and the interest payable on the working capital for the Borrower does not exceed 85 percent of the estimated amount of income, revenue, cash receipts, and other funds to be received by the Borrower, which will be available during the term of the Loan, for the repayment of the Loan and interest on the Loan. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of its Subsidiaries working capital; that it is familiar with the provisions of all of the documents and their respective directorsinstruments relating to such financing to it is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions; and that it has not relied on the Authority for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Loan Agreement and the Indenture or otherwise relied on the Authority for any advice. The Borrower acknowledges, officersrepresents and warrants that none of its charter schools participating the Program is subject to renewal of its charter on or before June 30, employees 2021 and agents expects all charter schools to be operating and in good standing with Antiits charter authorizer through at least the Maturity Date. The Borrower, if the Notes related to its Loan are issued as Series 2021A Notes, has budgeted facilities expenditures for [describe facilities in plan] for the 2020-Corruption Laws and applicable Sanctions21 Fiscal Year in an amount not less than the amount of the Loan, and further that satisfies one of these four criteria: Located in a school district and/or county where at least 50% of students have not met the BorrowerState standard for proficiency in either math or language on the state assessment Located in a school district and/or county where at least 15% of public schools have been identified for improvement or corrective action Located in a school district and/or county with 60% or more of the student population is eligible for free or reduced-price meals (“FROM”) At least 50% of current or projected students enrolled at the charter school are eligible for FRPM. The Borrower has, as to each of its Subsidiaries charter schools participating the Program, filed both an Intercept Notice and their respective officers an EFT Form with the Controller in accordance with Section 17199.4 of the Act, a copy of which is attached hereto as Exhibit A and employees and, Exhibit B hereto. [With respect to the knowledge other indebtedness of the Borrower: With respect to any Senior Loan, the Borrower has prepaid any and all of its directors debt service payments coming due during the period from the date hereof through and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None including the Maturity Date of (a) the Borrower, any Subsidiary thereof Notes which would otherwise have been payable or any of their respective officers or employees, or (b) due prior to the knowledge Maturity Date of the Borrower, any director Notes by means of an irrevocable deposit made under the terms of such Senior Loan on or agent prior to the date of issuance of the Notes. [IT IS EXPECTED THAT THERE ARE NO OTHER CLAIMS ON THESE REVENUES] The Borrower or has not and will incur any Subsidiary that will act in any capacity in connection with or benefit from additional indebtedness constituting a Senior Loan between the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter date of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements issuance of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower Notes and its Subsidiaries have filed all federal, state and the Maturity Date of the Notes. With respect material indebtedness other Tax returns and reports required to be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.than any Senio

Representations and Warranties of the Borrower. The Borrower represents and warrants to each of the Secured Parties on and as of the Closing Date, each Borrowing Date and the last day of each Settlement Period, as follows: (a) The the Borrower is (i) duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of Delaware, with full power and authority to own and operate its organizationassets and properties, conduct the business in which it is now engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which it is a party; (iib) the Borrower is duly qualified to do business as a foreign organization and is in good standing in each jurisdiction in which the nature of its business, assets and properties, including, without limitation, the business conducted or performance of its obligations under this Agreement and the property ownedother Facility Documents to which it is a party, operated or leased by it requires such qualification, except where the failure to be so qualify would qualified could not materially adversely affect its business, condition (financial or otherwise), operations or properties.give rise to the reasonable possibility of a Material Adverse Effect; (bc) The the execution, delivery and performance by the Borrower of each Loan Document the Facility Documents to which it is, or is to become, a party, party and the other instruments and agreements contemplated thereby are within the Borrower’s organizational powers, its powers and have been duly authorized by all necessary organizational requisite action by the Borrower and do not contravene have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms; (d) neither the execution and delivery by the Borrower of this Agreement, the other Facility Documents to which it is a party, or any instrument or agreement referred to herein or therein, or contemplated hereby or thereby, nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by it, will (i) conflict with, or result in a breach or violation of, or constitute a default under its, LFSI's, the Borrower’s Parent's, any Advisor's, any of their respective Subsidiaries' or LMIC's organizational documents, (ii) law applicable to the Borrower conflict with or its propertiescontravene any (A) Applicable Law, or (iiiB) any contractual or legal restriction binding on or affecting the Borrower Borrower, LFSI, the Parent, any Advisor, any of their respective Subsidiaries, LMIC or its any of their respective assets or properties., (C) any order, writ, judgment, award, injunction or decree binding on or affecting the Borrower, LFSI, the Parent, any Advisor, any of their respective Subsidiaries, LMIC or any of their respective assets or properties, (iii) result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any contractual obligation or any agreement or document to which it, LFSI, the Parent, any Advisor, any of their respective Subsidiaries or LMIC is a party or by which the Borrower, LFSI, the Parent, any Advisor, any of their respective Subsidiaries, LMIC or any of their respective properties are bound (or to which any such obligation, agreement or document relates), (iv) result in any Adverse Claim upon any of the Assigned Collateral, or (v) result in the termination of any Distribution Agreement or Distribution Plan; (ce) No authorization or approval or other action bythe Borrower has obtained all necessary Governmental Authorizations and Private Authorizations, and no notice to or filing with, any governmental authority or regulatory body is required made all Governmental Filings necessary for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any , the other Loan Document Facility Documents to which it isis a party and the agreements and instruments contemplated hereby or thereby, or is to become, a party, except for the FERC and no Governmental Authorization, Private Authorization or Governmental Filing which has have not been duly obtainedobtained or made, and is required to be obtained or made by it in full force and effect. (d) This connection with the execution, delivery or performance of this Agreement and the other Loan Documents to which it isFacility Documents, or is to become, a party have been or will be (as including without limitation the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation pledge of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).Assigned Collateral contemplated by this Agreement; (ef) The consolidated financial statements the representations and warranties of the Borrower Distributor and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as each Advisor set forth in the Facility Documents are true and correct; (g) there are no pending or, to the best of the Borrower’s Annual Report 's knowledge, threatened investigations, actions, suits or proceedings involving the Borrower which give rise to a reasonable possibility of a Material Adverse Effect; (h) the Prospectus, each Investor Report, each Notice of Borrowing and all other written information, reports and statements provided by or on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements behalf of the Borrower or any Affiliate of the Borrower to any Secured Party for purposes of or in connection with this Agreement, the other Facility Documents or the transactions contemplated hereby or thereby is, and all such information, notices, reports and statements hereafter provided by or on behalf of the Borrower or any of its Affiliates to any Secured Party will be true, correct and complete in all material respects on the date such information, notice, report or statement is stated or certified and on and as of the date such information, notice, report or statement is stated or certified to, such information, notice, report or statement does not contain, and will not contain, any misrepresentation of a material fact or any omission to state therein matters necessary to make the statements made therein not misleading in any material respect when considered in its entirety; (i) the Borrower is in compliance in all material respects with Applicable Law; (j) the Parent owns directly or indirectly all of the issued and outstanding capital stock of Newport Fund Management, Inc. and ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated, the Parent directly owns all of the issued and outstanding capital stock of LFSI and Crabbe Huson Group, Inc., LFSI is the sole member of the Borrower, the Borrower directly owns all of the issued and outstanding capital stock of Colonial Management Associates, Inc., and Colonial Management Associates, Inc. directly owns all of the issued and outstanding stock of the Distributor; (k) it and its Subsidiaries have fulfilled their obligations, if any, under the minimum funding standards of ERISA and the Code with respect to any Plan or Multi Employer Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and has not incurred any liability to the Pension Benefit Guaranty Corporation, a Multi Employer Plan or a Plan under Title IV of ERISA other than a liability to the Pension Benefit Guaranty Corporation for premiums under Section 407 of ERISA; (l) its obligations under this Agreement to make payments to the Secured Parties rank at least equally with indebtedness of the Borrower which is not contractually subordinated; (m) on each Borrowing Date and immediately after the making of each Advance, it is in full compliance with the Borrowing Base Test and the other conditions specified in Article III; (n) the Borrower is taking all reasonable actions necessary to mitigate the effect of the Year 2000 Problem on its computer systems; (o) the Borrower has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by it, if any, and has paid all taxes due pursuant to such returns, if any, or pursuant to any assessment received by it, except for any taxes or assessments which are being contested in good faith by appropriate proceedings and with respect thereto adequate reserves have been established in accordance with GAAP and which could otherwise not give rise to a reasonable possibility of a Material Adverse Effect; and the charges, accruals and reserves on the books of the Borrower in respect of taxes or other governmental charges, if any, are, in the opinion of the Borrower, adequate; (p) the statement of assets and liabilities of the Borrower as of March at December 31, 20241998, and for the fiscal quarter ended on such datecertified by Ernst & Young, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such dateLLP, as filed with the SEC, copies of each of which have been furnished to each Bankcertified public accountants, fairly present in conformity with GAAP the consolidated financial condition position of the Borrower and its Subsidiaries as at such dates date and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on since such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023, date there has been no material adverse change in the business, financial condition position or results of operations of the Borrower. (f) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (g) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by ▇▇▇▇▇▇ ▇▇▇▇▇. (i) The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) Except as could not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfied. (m) The reports, financial statements and other written information furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Borrower and actual results may vary from the projections and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (p) All payments due from the Borrower or any of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or properly accrued on the financial statements of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAP. (q) The Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to the Shares of each Fund can only be filed, and have paid all federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) Taxes that that are being contested exchanged for the Shares of another Fund in good faith by appropriate proceedings diligently conducted and for respect of which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not, individually or Agent has a first priority perfected security interest in the aggregate, reasonably be expected Receivables relating to have a Material Adverse Effectsuch Fund.