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 Xxxxxx Xxxxx. (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: (a1) The Borrower (a) is (i) a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organization, Delaware and (iib) duly qualified has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to do carry on 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 propertiesnow conducted. (b2) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, this Amendment are within the Borrower’s organizational its corporate powers, have been duly authorized by all necessary organizational corporate action, require no action and do not contravene (i) the Borrower’s organizational documentsby or in respect of, (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 body, agency or regulatory body is required for official and do not contravene, conflict with, or constitute a default under any provision of applicable law or regulation or of the due execution, delivery and performance by certificate of incorporation or by-laws of the Borrower or of this Agreement (including obtaining any Extensions of Credit under this Agreement) agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any other Loan Document to which it is, of its Material Subsidiaries or is to become, a party, except for result in the FERC Authorization, which has been duly obtained, and is in full force and effectcreation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries. (d3) This Agreement Each of this Amendment and the other Loan Documents to which it isCredit Agreement, or is to becomeas amended hereby, constitutes a party have been or will be (as valid and binding agreement of the case may be) duly Borrower when executed and delivered by itin accordance with this Amendment, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, constitute a valid and binding obligation of the Borrower Borrower, in each case enforceable against the Borrower in accordance with its respective terms, subject, however, to any applicable except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar laws of general applicability affecting generally the enforcement of creditors’ ' rights and remedies and to (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e4) The consolidated financial statements Each of the Borrower representations and its Subsidiaries as of December 31, 2023, and for the year ended on such date, as warranties set forth in Article 4 of the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such dateCredit Agreement, as filed with the SECamended hereby, accompanied by an opinion of Deloitte & Touche LLP, is 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 Xxxxxx Xxxxx. (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 on 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 as 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 SanctionsEffective Date. (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 Xxxxxx XxxxxMargin 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 No Default or Event of Default has occurred and is (i) duly organizedcontinuing, validly existing and all of the representations set forth in Article 5 of the Loan Agreement and in good standing under the laws other Loan Documents are true and complete as of the jurisdiction date of its organizationthis Amendment (except any such representation which is as of a specified date, which is accurate and (ii) duly qualified to do business complete 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 otherwisedate), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Amendment and the agreements, or is to become, a party, instruments and other documents executed in connection herewith (i) are within the Borrower’s organizational powerscorporate power, (ii) have been duly authorized by all necessary organizational action and do or proper actions of or pertaining to the Borrower (including the consent of directors, officers, or shareholders, as applicable), (iii) are not contravene in contravention of (iA) any agreement or indenture to which the Borrower is a party or by which the Borrower is bound, (B) the Borrower’s organizational documentsCharter Documents, (iiC) law applicable to any provision of law, or (D) any order, writ, judgment, injunction, or decree of any court of competent jurisdiction binding on the Borrower or its properties, property and (iv) do not require the consent or (iii) approval of any contractual Governmental Unit or legal restriction binding on or affecting any other Person that has not been obtained and furnished to the Borrower or its propertiesLender. (c) No authorization or authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Person is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) Amendment or any of the agreements, instruments and 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 documents executed in full force and effectconnection herewith. (d) This Agreement Amendment and the other Loan Documents to which it is, or is to become, a party have been or will be (Agreement 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, amended hereby constitute the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable their respective terms except as enforceability may be limited by (i) bankruptcy, reorganization, rearrangement, moratorium insolvency 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 Xxxxxx Xxxxx. (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 generally and (ii) neither the Borrower nor any general principles of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfiedequity. (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) 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 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, 2017 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, 20242018 and June 30, 2018 and for the fiscal quarter quarters ended on such datedates, as set forth in the Borrower’s Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended on such datedates, 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 quarters ended March 31, 20242018 and June 30, 2018, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232017, 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 Xxxxxx XxxxxMargin 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 followsto the Lender that: (a) The Borrower is (i) it has been duly organizedincorporated, validly existing exists and is in good standing under the laws of the jurisdiction of its organization, incorporation and (ii) duly qualified to do business as a foreign organization in each jurisdiction where it carries on business and has been duly licensed to carry on business in which the nature of the business conducted or the property owned, operated or leased by all jurisdictions where it requires such qualification, except where failure to so qualify would not materially adversely affect its is carrying on business, condition (financial or otherwise), operations or properties., (b) The it has the power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Security Agreement (together the “Loan Documents”), (c) the Loan Documents and all other instruments and agreements delivered by the borrower to the Lender pursuant to this Agreement have been or will be validly executed by it or on its behalf and, when delivered to the Lender, will be legal, valid and binding obligations of it, enforceable in accordance with their respective terms, except as enforcement may be limited by, (i) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally, and (ii) equitable principles which may limit the availability of certain remedies, including the remedy of specific performance, (d) the execution, delivery and performance by it of the Borrower Loan Documents does not contravene any material provision of each Loan Document any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is, is a party or by which it is to become, a party, are within the Borrower’s organizational powers, bound except such as 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 there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial statements of position or the Borrower and ability to meet its Subsidiaries as of December 31, 2023, and for obligations under this Agreement or to grant 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 Loan Documents, since December 31, 2023, there has been no material adverse change in the financial condition or operations of the Borrower., (f) Except it is not in default under any guarantee, note or other instrument evidencing any indebtedness, other than as disclosed in writing to the Disclosure DocumentsLender by the Borrower, and to its knowledge there is exists no pending state of facts which, after notice or threatened action lapse of time or proceeding affecting the Borrower both or any of its Subsidiaries before any courtotherwise, 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 would constitute such a Material Adverse Effect.default, and (g) No no event has occurred and is continuing that constitutes outstanding which constitutes, or with notice or lapse of time or both would constitute, 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(as defined below). (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 Xxxxxx Xxxxx. (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 and each of its Significant Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, and (ii) is duly qualified to do business and in good standing as a foreign organization corporation in each other jurisdiction in which it owns or leases property or in which the nature conduct of the its business conducted or the property owned, operated or leased by requires it requires such qualification, except where failure to so qualify would not materially adversely affect or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its business, condition (financial properties and to carry on its business as now conducted and as proposed to be conducted. None of the Borrower or otherwise), operations any of its Subsidiaries is an Affected Financial Institution or propertiesCovered Party. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, this Agreement 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 charter, by-laws or other organizational documents, (ii) law applicable to contravene any contractual restriction binding on the Borrower or its properties, or (iii) violate any law, rule or regulation (including the Securities Act of 1933, 16605535v6 24740.00262 52 the Exchange Act and Regulations U and X), or order, writ, judgment, injunction, decree, determination or award. The Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any contractual or legal restriction binding on upon it, except for such violation or affecting the Borrower or its propertiesbreach which would not 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 (other than those which have been obtained) 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). (ei) The consolidated financial Borrower has heretofore furnished to each of the Lenders its (A) audited Consolidated balance sheet and statements of the Borrower earnings, equity and its Subsidiaries cash flows as of December 31, 2023, at 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 dateDecember 31, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP2022, and the consolidated financial (B) unaudited Consolidated balance sheet and statements of the Borrower earnings, equity and its Subsidiaries cash flows as of March 31, 2024, at and for the fiscal quarter ended on September 30, 2023, and such datefinancial statements fairly present, as set forth in all material respects, 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 Consolidated financial condition and results of operations of the Borrower and its Subsidiaries as at the date thereof and for such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such datesfiscal period, all in accordance with GAAP, subject, GAAP as in effect on such respective date; (ii) the case Borrower has heretofore furnished to each of such financial statements the Lenders the Annual Statement of each Material Insurance Subsidiary for the fiscal quarter year ended March December 31, 20242022, to year-end adjustments as filed, in each case, with the applicable Insurance Regulatory Authority, and such Annual Statements present fairly, in all material respects, the financial condition of each such Insurance Subsidiary, respectively, as at the date thereof and the absence results of detailed footnotes. Except as disclosed such Insurance Subsidiary’s operations for the fiscal year ended December 31, 2022, in the Disclosure Documents, each case in accordance with SAP; and (iii) since December 31, 20232022, except as previously disclosed in filings with the Securities and Exchange Commission by the Borrower prior to the date hereof (but excluding any risk factors, forward-looking disclosure and any other disclosures that are cautionary, predictive or forward-looking in nature) there has been no material adverse change or event or circumstance that would reasonably be expected to result in a material adverse change in the business, condition (financial condition or otherwise) or results of operations of the BorrowerBorrower and its Subsidiaries, taken as a whole. (f) Except Other than as disclosed in filings of the Disclosure DocumentsBorrower with the Securities and Exchange Commission, there is no action pending or threatened action in writing or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could which (i) is 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 this Agreement or 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 purpose, whether immediate, incidental or ultimate, of purchasing buying or carrying any Margin Stock. After The Borrower is, and after applying the proceeds of each Extension Advance, will be in compliance with its obligations under Section 5.01(b). If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and 16605535v6 24740.00262 53 each Lender a statement in conformity with the requirements of CreditFederal Reserve Form U-1 referred to in Regulation U, not more than 25% the statements made in which shall be such, in the opinion of each Lender, as to permit the transactions contemplated hereby in accordance with Regulation U. No portion of any Advance under this Agreement shall be used by the Borrower in violation of Regulation T, U or X or any other Regulation of the value FRB, as in effect on the date of such Advance and the use 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 Xxxxxx Xxxxxproceeds thereof. (ih) The Borrower is not an “investment company” ”, or a company Person “controlledcontrolled by” by an “investment company” within the meaning of ”, as such terms are defined in the Investment Company Act of 1940. (i) All information that has been made available by the Borrower or any of its representatives to the Administrative Agent or any Lender in connection with the negotiation of this Agreement was, on or as amendedof the dates on which such information was made available, complete and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading in light of the time and circumstances under which such statements were made. All financial projections that have been prepared by the Borrower and made available to the Administrative Agent or any Lender in connection with the negotiation of this Agreement have been prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and delivery (it being understood that such projected information may vary from actual results and that such variances may be material). There is no fact known to the Borrower (other than matters of a general economic nature) that has had, or could reasonably be expected to have, a Material Adverse Effect and that has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated by this Agreement. As of the Effective Date, all of the information included in the Beneficial Ownership Certification delivered pursuant to Section 3.01(j) (if any) is true and correct. (j) Except Neither the Borrower nor any other member of the Controlled Group maintains, or is obligated to contribute to, any Multiemployer Plan or has incurred, or is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan. Each Plan complies in all material respects with all applicable requirements of law and regulations, except where noncompliance would not have a Material Adverse Effect. Neither the Borrower nor any member of the Controlled Group has, with respect to any Single Employer Plan, failed to make any material contribution or pay any material amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Single Employer Plan. The Borrower has not engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which may reasonably be expected to have a Material Adverse Effect. Within the last five years neither the Borrower nor any member of the Controlled Group has engaged in a transaction which resulted in a Single Employer Plan with an Unfunded Liability being transferred out of the Controlled Group. No Termination Event has occurred or is reasonably expected to occur with respect to any Single Employer Plan. As of the Effective Date the Borrower is not nor will be using “plan assets” (within the meaning of Section 3(42) of ERISA) of one or more Benefit Plans with respect to Borrower’s entrance into, participation in, administration of and performance of this Agreement. 16605535v6 24740.00262 54 (k) The Borrower and each of its Subsidiaries is in compliance with all laws, statutes, rules, regulations and orders binding on or applicable to the Borrower (including all Environmental Laws), its Subsidiaries and all of their respective properties, except to the extent failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. There have been filed on behalf of the Borrower and its Subsidiaries all federal, state, local and foreign income, excise, property and other tax returns which are required to be filed by them and all taxes shown due and owing by such returns have been paid except (i) where the failure to make such filings or payments would not reasonably be expected to result in a Material Adverse Effect, no ERISA Termination Event has occurred, Effect or is reasonably expected to occur, (ii) those payments which are being contested in good faith by appropriate proceedings and 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 adequate reserves have been filed with set aside. The charges, accruals and reserves on the Internal Revenue Service books of the Borrower and furnished to its Subsidiaries in respect of taxes or other governmental charges are, in the Banksopinion of the Borrower, 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 Effectadequate. (l) Except as could not reasonably be expected There is no indenture, agreement or other contractual arrangement to result in a Material Adverse Effect, (i) which the Borrower or any Significant Subsidiary is a party that, directly or indirectly, prohibits or restrains, or has not incurredthe effect of prohibiting or restraining, or imposing any condition upon, the declaration or payment of dividends or other distributions on any class of stock of any Subsidiary of the Borrower, other than such prohibitions, restraints and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither conditions which are disclosed in filings of the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under with the WARN Act, which remains unpaid or unsatisfiedSecurities and Exchange Commission. (m) The reportsNeither the Borrower, financial statements and other written information furnished by or on behalf nor any of the Borrower its Subsidiaries, nor, 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 knowledge of the Borrower and actual results may vary from the projections and such variations may be material andits Subsidiaries, accordinglyany director, the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As of the date deliveredofficer, the information included in the Beneficial Ownership Certificationemployee, if anyagent, affiliate or representative thereof, is true and correct an individual or entity that is, or is owned or controlled by any individual or entity that (i) is a Sanctioned Person, (ii) to the Borrower’s knowledge is under administrative, civil or criminal investigation for an alleged violation of, or received notice of a violation of, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Terrorism Laws, or (iii) is located, organized or resident in all respects. (o) a Designated Jurisdiction. 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 their respective directors, officers, employees, agents, affiliates and agentsrepresentatives, are in compliance with Anti-Corruption Laws and all 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. (qn) The Borrower and its Subsidiaries have filed conducted, in all federalmaterial respects, state their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other Tax returns anti-corruption legislation in other jurisdictions applicable to the Borrower and reports required to be filedits Subsidiaries (“Anti-Corruption Laws”), Anti-Terrorism Laws and applicable Sanctions and have paid all federal, state instituted and other Taxes, assessments, fees maintained policies 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 procedures reasonably designed to promote compliance 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 Effectsuch laws.

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 Nevada and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is 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 it is incorporated 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 propertiesotherwise organized. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isDocument, or is to become, a partyand the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational powers, corporate powers and have been duly authorized by all necessary organizational action corporate action. Each Loan Document has been duly executed and do not contravene (i) delivered by 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 Governmental Authority or regulatory body 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 Loan Document, other Loan Document to which it is, or is to become, a party, except for the FERC Authorization, which has than such Governmental Approvals that have been duly obtained, obtained and is are in full force and effect, which as of the date hereof are as follows: Order issued January 25, 2022 by the PUCN in Docket No. 21-10026. (d) This Agreement The execution, delivery and performance by Borrower of the other Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which it is, the Borrower or any of its Material Subsidiaries is to become, a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have been or will be a Material Adverse Effect. (as the case may bee) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Each Loan Document will be, is the legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or except as limited by bankruptcy and similar laws affecting generally the enforcement of creditors’ rights generally and remedies and to by 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 has been no material adverse change in the financial condition or operations of the Borrowerequitable principles. (f) Except as disclosed The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the Disclosure Documents, there extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (g) There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or threatened action or proceeding affecting the Borrower or any of its Subsidiaries Material Subsidiaries, or any of its or their respective properties or assets, before any courtGovernmental Authority that, governmental agency individually or arbitrator that in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been is no change injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any matter of the Loan Documents not be consummated as herein or therein provided. (h) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed in such filings therein). (i) Since December 31, 2021, no event has occurred that could reasonably be expected to result in such have a Material Adverse Effect. (gj) No event has occurred The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is continuing currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice failure to do so could not reasonably be given or time elapse or bothexpected to result in a Material Adverse Effect. (hk) No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (l) The Borrower is not engaged in the business of extending credit for the purpose of purchasing buying or carrying Margin Stock, and no proceeds of any Extension of Credit Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing buying or carrying any Margin Stock. After applying Following the application of the proceeds of each any Extension of Credit, not more than 25% of the value of the assets of the Borrower and its the Material Subsidiaries that are subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by Xxxxxx Xxxxx. (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.or

Representations and Warranties of the Borrower. The In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower hereby represents and warrants that as followsof the Effective Date: (a) a. The Borrower is (i) duly organizedhas the requisite power and authority to execute, validly existing deliver and in good standing under carry out the laws terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to authorize 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 . The Borrower 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, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its 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 equitable principles of equity (regardless of whether enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law). b. The execution, delivery and performance by the Borrower of this Agreement does not and will not (ei) The consolidated financial statements contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower and its Subsidiaries as under, any indenture, mortgage, deed of December 31trust, 2023loan, and for the year ended on such datepurchase or credit agreement, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such datelease, as filed with the SECcorporate charter or limited partnership or limited liability company agreement, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of or any other agreement or instrument to which 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 is bound or 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 properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, governmental agency arbitrator or arbitrator that Governmental Authority applicable to the Borrower or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower, which in the case of any of the foregoing clauses (i) through (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been no change . c. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Agreement. d. The representations and warranties of the Borrower contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any matter disclosed document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Effective Date, except to the extent that such filings that could reasonably representations and warranties specifically refer to an earlier date, in which case they shall be expected true and correct as of such earlier date, and except the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to result in such a Material Adverse Effectrefer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (g) e. No event Default or Event of Default 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 Xxxxxx Xxxxx. (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 on the date of such Schedule B there has been no change in such funding status that could reasonably be expected hereof or after giving effect to result in a Material Adverse Effectthis Agreement. (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 to the Agent and the Lenders as follows: (a) The Borrower is (i) a limited liability company duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of set forth in Schedule III hereto, has all requisite power and authority to carry on its organizationbusiness as now conducted, and (ii) is duly qualified to do business as a foreign organization business, and is in each good standing, in every jurisdiction in which where the nature of the its business conducted or the property owned, operated or leased by requires it requires such qualification, except where failure to be so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesqualified. (b) The execution, delivery and performance by the Borrower of each Loan Document the Transaction Documents and the other documents to which be delivered by it ishereunder, or is to becomeincluding the Borrower’s use of the proceeds, a party, (i) are within the Borrower’s organizational limited liability company powers, (ii) have been duly authorized by all necessary organizational action and limited liability company action, (iii) do not contravene (i1) the Borrower’s organizational documentscertificate of formation or Operating Agreement, (ii2) law any law, rule or regulation applicable to the Borrower or its propertiesBorrower, or (iii3) any contractual or legal restriction binding on or affecting the Borrower or its propertiesproperty or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Borrower or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). Each of the Transaction Documents has been duly executed and delivered by the Borrower. (c) 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) the Transaction Documents or any other Loan Document document to which it is, or is to become, a partybe delivered thereunder, except for the FERC Authorization, filing of UCC financing statements which has been duly obtained, and is in full force and effectare referred to therein. (d) This Agreement and Each of the other Loan Transaction 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, 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). (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, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably which may materially adversely affect the financial condition or operations of the Borrower or the ability of the Borrower to perform its obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. (f) No proceeds of any Loan will be expected used (i) to have acquire any equity security of a Material Adverse Effect. There has been no change in class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or (ii) for the purpose, whether immediate, incidental or ultimate, of buying or carrying any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect“margin stock” within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States. (g) The Borrower is the legal and beneficial owner of the Collateral free and clear of any Adverse Claim and each document conveying such ownership interest does contain any provisions restricting the ability of the Agent or the Lenders from exercising its rights as provided by the Transaction Documents. No effective financing statement or other instrument similar in effect covering the Collateral is on file in any recording office, except those filed in favor of the Agent relating to this Agreement and those filed by the Borrower pursuant to the Sale and Contribution Agreement. (h) The principal place of business and chief executive office of the Borrower and the office where the Borrower keeps its records are located at the address or addresses referred to in Section 5.01(b). The Borrower is located in the jurisdiction of organization set forth in Schedule III hereto for purposes of Section 9-307 of the UCC as in effect in the State of New York; and the office in the jurisdiction of organization of the Borrower in which a UCC financing statement is required to be filed in order to perfect the security interest granted by the Borrower hereunder is set forth in Schedule III hereto (in each case as such Schedule III may be amended from time to time pursuant to Section 5.01(b)). (i) The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act. (j) The Borrower is not known by and does not use any tradename or doing-business-as name. (k) The Borrower was formed on November 13, 2007 and the Borrower did not engage in any business activities prior to the date of this Agreement. The Borrower has no Subsidiaries. (i) The fair value of the property of the Borrower is greater than the total amount of liabilities, including contingent liabilities, of the Borrower, (ii) the present fair salable value of the assets of the Borrower is not less than the amount that will be required to pay all probable liabilities of the Borrower on its debts as they become absolute and matured, (iii) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond the Borrower’s abilities to pay such debts and liabilities as they mature and (iv) the Borrower is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Borrower’s property would constitute unreasonably small capital. (m) The Borrower has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles). (n) No event has occurred and is continuing that constitutes an Event of Default or that would constitute an Incipient Event of Default but for the requirement that notice be given or time elapse or bothDefault. (ho) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stockcompliance with all laws, regulations and no proceeds orders of any Extension of Credit will be used Governmental Authority applicable to purchase it or carry any Margin Stock its property and all indentures, agreements and other instruments binding upon it 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 Xxxxxx Xxxxxproperty. (ip) 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) disclosed to the most recent annual report (Form 5500 Series) with respect Agent and the Lenders all agreements, instruments and corporate or other restrictions to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, it is complete and accurate and fairly presents the funding status of such ERISA Plansubject, and since all other matters known to it, that, individually or in the date of such Schedule B there has been no change in such funding status that aggregate, 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) . None of 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 statements, certificates or 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 Agent and the Lenders in connection with the Loan Documents negotiation of this Agreement and the transactions contemplated thereby, when considered in their totality together with the other Transaction Documents or delivered hereunder or thereunder (as modified or supplemented by other information set forth in the Borrower’s periodic reports filed as so furnished) contains 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 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 GAAPmisleading. (q) The Borrower has no Investments other than Permitted Investments. (r) The Borrower has no Debt other than Debt created hereunder. (s) Each Purchase Note is supported by a Purchase Letter of Credit from an Eligible Bank (as defined in the applicable Purchase Note). (t) The Buyer is a United States person. (u) Each Purchase Note represents a bona fide obligation of the related Buyer to pay the amounts stated therein and its Subsidiaries have filed each Purchase Letter of Credit represents a bona fide obligation of the related L/C Issuer to pay the amounts stated therein. (v) Each Purchase Note and each Purchase Letter of Credit is in conformity in all federalmaterial respects with all applicable laws, state rules and other Tax returns regulations in effect as of the date of the Borrowing. (w) Schedule I hereto accurately sets forth each Bank Account maintained by the Borrower (including a description thereof and reports required to be filedthe respective account number), the name of the respective bank with which the Bank Account is maintained, and the jurisdiction of the respective bank with respect to such Bank Account. (x) The net proceeds of the Loans will be used by the Borrower to repay the Intercompany Note in full and any excess shall be used for general corporate purposes of the Borrower; provided that neither the Agent nor any Lenders shall 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) any responsibility as to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectuse of any of such proceeds.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) 1. 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 operations, properties or propertiesprospects. (b) 2. 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) 3. 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) 4. 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 Xxxxxx Xxxxx. (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 the Administrative Agent and the Required Lenders to enter into this Agreement, the Borrower hereby represents and warrants as followsthat: (a) a. The Borrower is (i) duly organizedhas the requisite power and authority to execute, validly existing deliver and in good standing under carry out the laws terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to authorize 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 . The Borrower 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, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its 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 equitable principles of equity (regardless of whether enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law). b. The execution, delivery and performance by the Borrower of this Agreement do not and will not (ei) The consolidated financial statements contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower and its Subsidiaries as under, any indenture, mortgage, deed of December 31trust, 2023loan, and for the year ended on such datepurchase or credit agreement, as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended on such datelease, as filed with the SECcorporate charter or limited partnership or limited liability company agreement, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of or any other agreement or instrument to which 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 is bound or 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 properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, governmental agency arbitrator or arbitrator that Governmental Authority applicable to the Borrower or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower, which in the case of any of the foregoing clauses (i) through (iii), individually or in the aggregate, 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) c. No event consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Agreement. d. No Default or Event of Default 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 Xxxxxx Xxxxx. (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 on the date of such Schedule B there has been no change in such funding status that could reasonably be expected hereof or after giving effect to result in a Material Adverse Effectthis Agreement. (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 follows: (a) The Each of the Borrower and its Subsidiaries is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable 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 qualificationqualification necessary, except where such failure to so qualify would not materially adversely affect result in a Material Adverse Change. Each of the Borrower and its business, condition Subsidiaries has all requisite corporate (financial or otherwise), operations other applicable) powers and authority to own or propertieslease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower and, where applicable, each Subsidiary of this Agreement, each Loan Document and each Related Document to which it is, or is to become, a party, party are within the Borrower’s organizational or Subsidiary’s corporate (or other applicable) powers, have been duly authorized by all necessary organizational action and corporate (or other applicable) action, do not contravene (i) the Borrower’s organizational documentsor Subsidiary’s certificate of incorporation (or other applicable formation document or operating agreement), (ii) law any law, rule or regulation applicable to the Borrower or its properties, such Subsidiary or (iii) any contractual or legal restriction binding on or affecting the Borrower or such Subsidiary, and will not result in or require the imposition of any lien or encumbrance on, or security interest in, any property (including, without limitation, accounts or contract rights) of the Borrower or its propertiesSubsidiaries, except as provided in this Agreement and any other the Loan Document or Related Document. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Action is required for the due executionexecution or delivery by the Borrower or its Subsidiaires of this Agreement, delivery and any other Loan Document or any Related Document to which it is a party or for the performance by the Borrower or its Subsidiaries of this Agreement (including obtaining any Extensions of Credit its obligations under this Agreement) or , any other Loan Document or any Related Document to which it is, or is to become, a party, except for the FERC Authorization, party other than those which has have previously been duly obtained, and is are in full force and effect, are not subject to any pending or, to the knowledge of the Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. (d) This Agreement and the other each Loan Documents Document and Related Document to which it is, the Borrower or any Subsidiary 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 is a legal, valid and binding obligation of the Borrower or Subsidiary party thereto, enforceable against the Borrower or applicable Subsidiary in accordance with its termsterms subject to the effect of bankruptcy, subject, however, to any applicable bankruptcyinsolvency, reorganization, rearrangementfraudulent conveyance, moratorium or and other similar laws of general application 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)creditors 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 or, to the Borrower’s knowledge, threatened action or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have has a reasonable possibility of resulting in a Material Adverse EffectChange. (f) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at December 31, 2005, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the six (6) months then ended, copies of which have been furnished to the Administrative Agent and each Lender, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied, subject, solely in the case of unaudited consolidated balance sheets, to normal year end adjustments. There Since December 31, 2005, there has been no Material Adverse Change, or material adverse change in any matter disclosed in the facts and information regarding such filings that could reasonably be expected entities as represented to result in such a Material Adverse Effectthe Closing Date. (g) No event has occurred The issuance of, and is continuing that constitutes an Event the existence of, the Letters of Default or that would constitute an Event Credit, the making of Default but for Loans and the requirement that notice be given or time elapse or bothother Extensions of Credit and the use of the proceeds thereof will comply with all provisions of applicable law and regulation in all material respects. (h) The Neither the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of nor 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 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 Xxxxxx Xxxxx. (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. (i) Intentionally Deleted. (j) Except as Neither the Borrower nor its Subsidiaries is engaged in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any drawing on the Letters of Credit, any Loan or any other Extension of Credit will be used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably 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) Change. Since the actuarial valuation date specified in the most recent Schedule B (Actuarial Information) to the most recent annual report of Plans maintained by the Borrower (Form 5500 Series), if any, (i) with respect to each ERISA Plan, copies of which have there has been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents no Material Adverse Change in the funding status of such the Plans referred to therein and (ii) no “prohibited transaction” has occurred with respect thereto. Neither the Borrower nor any of its respective ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (l) Except as set forth in the Disclosure Documents, the Borrower and its Subsidiaries are in compliance in all material respects with all applicable Federal, state and local statutes, rules, regulations, orders and other provisions of law relating to Hazardous Materials, air emissions, water discharge, noise emission and liquid disposal, and since other environmental, health and safety matters, other than those the date non-compliance with which would not result in a Material Adverse Change (taking into consideration all fines, penalties and sanctions that may be imposed because of such Schedule B there non-compliance) or on the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document to which the Borrower is a party. Except as set forth in the Disclosure Documents, neither the Borrower nor any of its respective Subsidiaries has received from any Governmental Authority any notice of any material violation of any such statute, rule, regulation, order or provision. (m) The Borrower and its Subsidiaries have filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, except to the extent that the Borrower or any such Subsidiary is diligently contesting any such taxes in good faith and by appropriate proceedings, and for which adequate reserves for payment thereof have been no change in established. (n) No event has occurred or is continuing which constitutes a Default or an Event of Default, or which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by the Borrower or Subsidiary thereof under any material agreement or contract, judgment, decree or order by which the Borrower or any of its respective properties may be bound or which would require the Borrower or Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefore, where such funding status that default 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 respectsChange. (o) The As of the Closing Date, the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, each of 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 will be Solvent. (p) The capitalization of the Borrower, its directors Borrower and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any each Significant Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the BorrowerBorrower consists of the Capital Stock, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule II hereto. All such outstanding Capital Stock has been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in the Disclosure Documents, there are no outstanding warrants, subscriptions, options, securities, instruments or other rights of any director type or agent nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of, Capital Stock 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 GAAPare otherwise exercisable by any Person. (q) The Borrower and each Subsidiary of the Borrower has good and marketable title to all assets and other property purported to be owned by it. (r) None of the properties or assets of the Borrower is subject to any Lien, except Permitted Liens. (s) All written information, reports and other papers and data produced by or on behalf of the Borrower and furnished to the Administrative Agent and the Lenders were, at the time the same were so furnished, complete and correct in all material respects. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower in connection with the negotiation, preparation or execution of this Agreement or any other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower or its Subsidiaries or omits or will omit to state a fact necessary in order to make the statements contained therein not misleading. (t) The performance of this Agreement and the transactions contemplated herein will not affect the status of any Bonds as being exempt from Federal income tax under the Code. (u) All Bonds have filed all federalbeen duly authorized, state authenticated, issued and other Tax returns delivered and reports required to be filedare the legal, valid and binding obligations of the issuer of such Bonds, and have paid all federalare not in default. (v) The Borrower is not listed on the specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, state Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001), and/or any other list maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other Taxes, assessments, fees and other governmental charges levied applicable Executive Orders 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) subject to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectsanction under an OFAC implemented regulation.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Each of the Borrower and its Significant Subsidiaries is (i) a corporation duly organized, organized and 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 Requirement of 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 is, or is to become, a party, except for the FERC Authorization, Order which has been duly obtained, release and order is final and in full force and effecteffect and not subject to appeal rehearing, review or reconsideration and (ii) with respect to the Borrower’s obtaining any Extension of Credit after each Trigger Date, a Supplemental Order. (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, 20232010, and for the year ended on such date, except as set forth disclosed 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 December 31, 2024, 2010 and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 (but excluding any risk factors, forward-looking disclosures and any other disclosures that are cautionary, predictive or forward-looking in nature), there has been no event or circumstance that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Change. (f) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2010, and the related audited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal quarter ended on such dateyear then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as filed with at September 30, 2011 and the SECrelated unaudited consolidated statements of income for the nine-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the nine-month period ended September 30, 2011, to year-end adjustments) 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, all in accordance accordance, in all material respects, 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. (fg) Except as disclosed in the Disclosure DocumentsParent’s Report on Form 10-K for the year ended December 31, 2010 and Report on Form 10-Q for the period ended September 30, 2011 (but excluding any risk factors, forward-looking disclosures and any other disclosures that are cautionary, predictive or forward-looking in nature), there is no pending or threatened action or proceeding affecting the Borrower or any of its Significant Subsidiaries or properties before any court, governmental agency or arbitrator arbitrator, that might reasonably be expected to constitute a Material Adverse Change, and since December 31, 2010 there have been no material adverse developments in any action or proceeding so disclosed that might reasonably be expected to constitute a Material Adverse Change. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a liability to the Borrower, no “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a liability to the Borrower and neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plan, in each case that could reasonably be expected to have constitute 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. (gi) No event The Borrower has occurred filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is continuing that constitutes contesting in good faith by appropriate proceedings an Event assertion of Default or that would constitute an Event of Default but liability based on such returns and has provided adequate reserves for the requirement that notice be given or time elapse or bothpayment thereof in accordance with GAAP. (hj) The Neither the Borrower nor any Significant Subsidiary of the Borrower is not engaged 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 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 making of each Extension of Credit, not more Margin Stock will constitute less than 25% of the value 25 percent of the assets (as determined by any reasonable method) of the Borrower and its Significant Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by Xxxxxx Xxxxxon a consolidated basis. (ik) 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, Neither the Borrower or any Affiliate of the Borrower (i) the Borrower has not incurredis a Sanctioned Person, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any has more than 15% of its ERISA Affiliates has incurred assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any liability Advance hereunder will be used directly or obligation under the WARN Actindirectly to fund any operations in, which remains unpaid finance any investments or unsatisfiedactivities in or make any payments to, a Sanctioned Person or a Sanctioned Country. (m) The reports, financial statements and other written information furnished by or on behalf Neither the making of the Borrower to Advances hereunder nor the Administrative Agentuse of the proceeds thereof will violate the PATRIOT Act, any LC Issuing Bank or any Lender pursuant to or in connection the Trading 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 1934Enemy Act, as amended, do not contain and will not contain, when taken as a whole, or 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 foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or will be made, not misleading in any material respect; provided that, with respect to projections enabling legislation or executive order relating thereto. The Borrower 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 its Significant Subsidiaries are in fact achieved will depend upon future events some of which are not within compliance in all material respects with 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 achievedPATRIOT Act. (n) As Each of the date deliveredBorrower and its Significant Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it in order to comply with the information included in the Beneficial Ownership Certificationrequirements of all applicable laws, if anyrules, is true regulations 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 Sanctionsorders of any governmental authority, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, are is otherwise in compliance with Anti-Corruption Laws the requirements of all applicable laws, rules, regulations and applicable Sanctions orders of any governmental authority 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 respect 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 conduct of its ERISA Affiliates on account business and the ownership and operation 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) each case to the extent that the failure to do so could notcomply therewith, individually or in the aggregate, could not reasonably be expected to have constitute a Material Adverse EffectChange.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, and (ii) is duly qualified to do business and in good standing as a foreign organization corporation in each other jurisdiction in which it owns or leases property or in which the nature conduct of the its business conducted requires it to so qualify or the property owned, operated or leased by it requires such qualification, be licensed except where the failure to so qualify would or be licensed could not materially adversely affect reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its businessproperties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued, condition (financial or otherwise), operations or propertiesis fully paid and non-assessable. The outstanding capital stock of the Borrower is free and clear of all Liens. (b) The Borrower has no Subsidiaries. (c) The execution, delivery and performance by the Borrower of each the Loan Document to which it is, is or is to become, be a party, and 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 's organizational documents, (ii) law applicable to the Borrower violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or its propertiesaward, or (iii) conflict with or result in the breach of, or constitute a default under, any contractual contract, loan agreement, indenture, mortgage, deed of trust, lease or legal restriction other instrument binding on or affecting the Borrower or its propertiesany of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower. (cd) No authorization or approval or other action by, and no notice to or filing with, any Salvadoran governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery and delivery, recordation, filing or 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, is or is to become, be a party, except or for the FERC Authorizationconsummation of the transactions contemplated hereby, which has (ii) the grant by the Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, have been duly obtained, taken, given or made and is are in full force and effect. (de) This Agreement and the other Loan Documents to which it is, or is to become, a party have has 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 will be, the legal, valid and binding obligation of the Borrower 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 The pro forma and forecasted balance sheets, income statements and statements of cash flows of the Borrower delivered to the Lender pursuant to Section 3.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the Disclosure Documentslight of conditions existing at the time of delivery of such forecasts, there and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (g) No information, exhibit or report furnished by the Borrower to the Lender (including the Information Memorandum when delivered) in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (h) The Lender has received and reviewed the Insurance Policies and has found them acceptable. (i) There is no action, suit, investigation, litigation or proceeding, including any Environmental Action, pending or threatened action or proceeding 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 materially affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (j) The operations and properties of the Borrower comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past material non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against such Person or any of its properties that could reasonably be expected to have a Material Adverse Effect. There has been no change in Effect or (ii) cause any matter disclosed in such filings that could reasonably property to be expected subject to result in such a Material Adverse Effectany material restrictions on ownership, occupancy, use or transferability under any Environmental Law. (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. (hk) The Borrower is not engaged in the business of extending a party to any indenture, loan or credit for the purpose of purchasing agreement or carrying Margin Stock, and no proceeds of any Extension of Credit will be used to purchase lease or carry any Margin Stock other agreement or to extend credit to others for the purpose of purchasing instrument 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) any charter or (d) will consist of or be represented by Xxxxxx Xxxxx. (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 thereincorporate restriction that, in the light of the circumstances under which they were or will be madeeach case, 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. (l) The Collateral Documents create a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations owing to the Secured Party under the Loan Documents and all filings and other actions necessary or desirable to perfect and protect such security interest set forth therein shall have been duly taken. The Borrower is the legal and beneficial owner of the Collateral pledged by it and that the Collateral is free and clear of an Lien, except for the liens and security interests created or permitted under the Loan Documents. (m) Neither the business nor the properties of the Borrower are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect. (n) Set forth on Schedule 3.01(m)

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: (a) The Each of the Borrower and its Subsidiaries is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable 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 qualificationqualification necessary, except where such failure to so qualify would not materially adversely affect result in a Material Adverse Change. Each of the Borrower and its business, condition Subsidiaries has all requisite corporate (financial or otherwise), operations other applicable) powers and authority to own or propertieslease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower and, where applicable, each Subsidiary of this Agreement, each Loan Document to which it is, or is to become, a party, party are within the Borrower’s organizational or Subsidiary’s corporate (or other applicable) powers, have been duly authorized by all necessary organizational action and corporate (or other applicable) action, do not contravene (i) the Borrower’s organizational documentsor Subsidiary’s certificate of incorporation (or other applicable formation document or operating agreement), (ii) law any law, rule or regulation applicable to the Borrower or its properties, such Subsidiary or (iii) any contractual or legal restriction binding on or affecting the Borrower or such Subsidiary, and will not result in or require the imposition of any lien or encumbrance on, or security interest in, any property (including, without limitation, accounts or contract rights) of the Borrower or its propertiesSubsidiaries, except as provided in this Agreement and any other the Loan Document. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Action is required for the due execution, execution or delivery and performance by the Borrower or its Subsidiaries of this Agreement (including obtaining any Extensions of Credit under this Agreement) or , any other Loan Document to which it is, is a party or is to become, a party, except for the FERC Authorizationperformance by the Borrower or its Subsidiaries of its obligations under this Agreement, any other Loan Document to which has it is a party other than those which have previously been duly obtained, and is are in full force and effect, are not subject to any pending or, to the knowledge of the Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. (d) This Agreement and the other each Loan Documents Document to which it is, the Borrower or any Subsidiary 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 is a legal, valid and binding obligation of the Borrower or Subsidiary party thereto, enforceable against the Borrower or applicable Subsidiary in accordance with its termsterms subject to the effect of bankruptcy, subject, however, to any applicable bankruptcyinsolvency, reorganization, rearrangementfraudulent conveyance, moratorium or and other similar laws of general application 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)creditors 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 or, to the Borrower’s knowledge, threatened action or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have has a reasonable possibility of resulting in a Material Adverse EffectChange. (f) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at December 31, 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at September 30, 2007, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the six (6) months then ended, copies of which have been furnished to the Administrative Agent and each Lender, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied, subject, solely in the case of unaudited consolidated balance sheets, to normal year end adjustments. There Since December 31, 2006, there has been no Material Adverse Change, or material adverse change in any matter disclosed in the facts and information regarding such filings that could reasonably be expected entities as represented to result in such a Material Adverse Effectthe Closing Date. (g) No event has occurred The issuance of, and is continuing that constitutes an Event the existence of, the Letter of Default or that would constitute an Event Credit and the use of Default but for the requirement that notice be given or time elapse or bothproceeds thereof will comply with all provisions of applicable law and regulation in all material respects. (h) The Neither the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of nor 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 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 Xxxxxx Xxxxx. (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. (i) Intentionally Deleted. (j) Except as Neither the Borrower nor its Subsidiaries is engaged in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any drawing on the Letter of Credit will be used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably 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) Change. Since the actuarial valuation date specified in the most recent Schedule B (Actuarial Information) to the most recent annual report of Plans maintained by the Borrower (Form 5500 Series), if any, (i) with respect to each ERISA Plan, copies of which have there has been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents no Material Adverse Change in the funding status of such the Plans referred to therein and (ii) no “prohibited transaction” has occurred with respect thereto. Neither the Borrower nor any of itsrespective ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (l) Except as set forth in the Disclosure Documents, the Borrower and its Subsidiaries are in compliance in all material respects with all applicable Federal, state and local statutes, rules, regulations, orders and other provisions of law relating to Hazardous Materials, air emissions, water discharge, noise emission and liquid disposal, and since other environmental, health and safety matters, other than those the date non-compliance with which would not result in a Material Adverse Change (taking into consideration all fines, penalties and sanctions that may be imposed because of such Schedule B there non-compliance) or on the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document to which the Borrower is a party. Except as set forth in the Disclosure Documents, neither the Borrower nor any of its respective Subsidiaries has received from any Governmental Authority any notice of any material violation of any such statute, rule, regulation, order or provision. (m) The Borrower and its Subsidiaries have filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, except to the extent that the Borrower or any such Subsidiary is diligently contesting any such taxes in good faith and by appropriate proceedings, and for which adequate reserves for payment thereof have been no change in established. (n) No event has occurred or is continuing which constitutes a Default or an Event of Default, or which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by the Borrower or Subsidiary thereof under any material agreement or contract, judgment, decree or order by which the Borrower or any of its respective properties may be bound or which would require the Borrower or Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefore, where such funding status that default 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 respectsChange. (o) The As of the Closing Date, the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, each of 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 will be Solvent. (p) The capitalization of the Borrower, its directors Borrower and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any each Significant Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the BorrowerBorrower consists of the Capital Stock, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule II hereto. All such outstanding Capital Stock has been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in the Disclosure Documents, there are no outstanding warrants, subscriptions, options, securities, instruments or other rights of any director type or agent nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of, Capital Stock 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 GAAPare otherwise exercisable by any Person. (q) The Borrower and each Subsidiary of the Borrower has good and marketable title to all assets and other property purported to be owned by it. (r) None of the properties or assets of the Borrower is subject to any Lien, except Permitted Liens. (s) All written information, reports and other papers and data produced by or on behalf of the Borrower and furnished to the Administrative Agent and the Lenders were, at the time the same were so furnished, complete and correct in all material respects. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower in connection with the negotiation, preparation or execution of this Agreement or any other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower or its Subsidiaries have filed all federal, or omits or will omit to state and other Tax returns and reports required a fact necessary in order 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 make the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectstatements contained therein not misleading.

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 AuthorizationRegulatory Authorizations, which has have been duly 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, 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 Xxxxxx XxxxxMargin 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. 1.2.1 The representations and warranties of the Borrower made in the Loan Documents remain true and accurate and the covenants of the Borrower under the Loan Documents are hereby reaffirmed as of the date hereof. 1.2.2 The Borrower represents has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and warrants no Event of Default exists thereunder or an event which, with the passage of time or giving of notice or both, would constitute an Event of Default. 1.2.3 The execution, delivery and performance of this Amendment and any and all documents and instruments relating hereto of even or approximate date as follows: this Amendment (a) The collectively, and including the Amended Note (as defined below), the “Amendment Documents”), are within the power and authority of the Borrower and are not in contravention of the Borrower’s Certificate of Incorporation or Bylaws, or the terms of any other documents, instruments, agreements or undertakings to which the Borrower is (i) duly organized, validly existing and in good standing under a party or by which the laws Borrower is bound. To the best of the jurisdiction Borrower’s knowledge, no approval of its organizationany person, and (ii) duly qualified corporation, governmental body or other entity not provided herewith is a prerequisite 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 the Amendment Documents or any of the documents submitted to which it isthe Lender in connection with the Amendment Documents, to ensure the validity or is to become, a party, are within enforceability thereof. 1.2.4 When executed on behalf of the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Amendment Documents will constitute the legally binding obligations 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. (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 their terms, subject, however, subject to any the effect of applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or and other similar laws now existing or hereafter enacted relating to or affecting generally the enforcement of creditors’ rights generally, and remedies and the enforceability may be subject to limitations based on general principles of equity (regardless of whether such 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 Xxxxxx Xxxxx. (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 followsfollows on the date hereof and at such other times as specified herein: (a) The Borrower is (i) a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction State of its organization, Connecticut and (ii) is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business as a foreign organization in requires it to be so qualified. Except where failure to procure the same will not materially affect the conduct of its business, the Borrower has validly procured and now possesses all franchises, rights, licenses and permits and other similar authorizations which are required for its present operations by each jurisdiction in which the nature it is carrying on any material portion of the business conducted its business. The Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA, all Environmental Laws and payment of all taxes, assessments and governmental charges imposed upon it or the property owned, operated or leased by it requires such qualificationupon its property, except where failure to so qualify the extent contested in good faith), non-compliance with which would not materially adversely affect its the business, condition (operations, affairs, assets, condition, financial or otherwise), operations or propertiesprospects of the Borrower or in any way affect the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document. (b) The execution, delivery and performance by the Borrower of each Loan Document and all other instruments and documents to which it isbe delivered hereunder, or is to become, a partyand the transactions contemplated hereby and thereby, are within the Borrower’s organizational corporate powers, have been duly authorized by all necessary organizational action and corporate action, do not contravene (i) the Borrower’s organizational documents, certificate of incorporation or bylaws or (ii) law any law, rule, regulation, order or judgment applicable to the Borrower or its propertiesto, or (iii) any contractual or legal restriction binding on or affecting affecting, the Borrower Borrower, and do not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of its properties, except pursuant to this 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 Agreement (including obtaining any Extensions of Credit under this Agreement) each Loan Document or any other Loan Document document or instrument to which it is, or is to become, a party, except for be delivered by the FERC Authorization, which has been duly obtained, and is in full force and effectBorrower hereunder. (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 any promissory note when delivered pursuant to Section 2.01(b) 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 except as limited by (i) applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar other laws of general application affecting generally the enforcement of creditors’ rights and remedies and to (ii) general principles of equity (regardless that restrict the availability of whether enforceability is considered in a proceeding in equity or at law)equitable remedies. (e) The consolidated financial statements balance sheet (including the notes thereto) of the Borrower and its Subsidiaries as of at December 31, 2023, 2010 and for the year ended on such date, as set forth in related consolidated statements of income and retained earnings of the Borrower’s Annual Report on Form 10-K Borrower and its Subsidiaries for the fiscal year ended on such datethen ended, as filed with the SECaudited by PricewaterhouseCoopers LLP, accompanied by an opinion of Deloitte & Touche LLPindependent public accountants, and the unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries as of March 31at September 30, 20242011, and the related unaudited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal quarter ended on such datethen ended, as set forth in certified by the chief financial officer 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 Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2011, to normal year-end adjustments) 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, 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 described in the Disclosure Documentssaid September 30, 2011 financial statements, since December 31, 2023, 2010 there has been no material adverse change in the business, operations, affairs, assets, condition, financial condition or otherwise, or prospects of the Borrower and its Subsidiaries on a consolidated basis. (f) There has not been any failure by the Borrower to file at or prior to the time required any report or other filing with any regulatory or other governmental authority having jurisdiction over it, which failure would materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of the Borrower and its Subsidiaries, taken as a whole. (g) Except as described in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 or in the Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (including in each case, the notes in the financial statements included therein), there are neither (i) any actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any governmental body, nor (ii) any developments or determinations in any such suits or proceedings, which actions, suits, proceedings, developments or determinations may materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of the Borrower and its Subsidiaries, taken as a whole, or that may materially adversely affect the ability of the Borrower to perform its obligations under any Loan Document. The Borrower is not in default with respect to any order of any court, arbitrator or governmental body, except for defaults with respect to orders of governmental agencies, which defaults are not material to the business or operations of the Borrower. (fh) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting No proceeds of any Advance will be used by the Borrower or to acquire 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 security in any matter disclosed in such filings transaction that could reasonably be expected is subject to result in such a Material Adverse EffectSections 13 and 14 of the Securities Exchange Act of 1934, as amended. (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. (hi) 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 Xxxxxx Xxxxxmargin stock. (ij) The Borrower is not an “investment company” as defined in, or a company “controlled” by an “investment company” within the meaning of is otherwise subject to regulation under, the Investment Company Act of 1940, as amended. (jk) 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. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of Plan 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 reasonably could reasonably be expected to result in materially adversely affect the business, operations, affairs, assets or condition, financial or otherwise, or prospects of the Borrower and its subsidiaries on a Material Adverse Effectconsolidated basis, or the ability of the Borrower to perform its obligations hereunder. The Borrower is not an employer under any Multiple-Employer Plan. (l) Except The Borrower carries insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as could not reasonably be expected to result is usually carried by companies engaged in a Material Adverse Effect, (i) similar businesses and owning similar properties in the same general areas in which 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 unsatisfiedoperates. (m) The reportsNo Environmental Event has occurred and is continuing except for such Environmental Events as have been disclosed to the Banks in writing, and as do not, in the reasonable opinion of the Borrower, materially adversely affect the assets, liabilities, financial statements condition, business, operations or prospects of the Borrower. (n) The Borrower and each of its Subsidiaries has filed all tax returns (Federal, state and local) required to be filed and paid taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower or such Subsidiary is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves in accordance with generally accepted accounting principles for payment thereof. (o) The information (other written information than any financial projections) furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank Agent or any Lender pursuant to or Bank in connection with the Loan Documents negotiation of this Agreement or included herein or delivered pursuant hereto is 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 containwill, when taken as a whole, be complete and correct in all material respects and does not and will not contain 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 in order to make the statements therein, contained therein not misleading in the light of the circumstances under which they such statements were or are made. The financial projections, if any, that have been or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, prepared by the Borrower represents only that such information was and made available to the Administrative Agent or any Bank have been or will be prepared in good faith based upon assumptions and estimates believed that management of the Borrower believes in good faith to be reasonable at the time made and notes (it being understood that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some subject to significant uncertainties and contingencies, many of which are not within beyond the control of the Borrower Borrower’s control, and actual results may vary from that no assurance can be given that 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 achievedrealized). (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, 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 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 Regulatory 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, 2017 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, 20242018 and June 30, 2018 and for the fiscal quarter quarters ended on such datedates, as set forth in the Borrower’s Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended on such datedates, 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 quarters ended March 31, 20242018 and June 30, 2018, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232017, 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 Xxxxxx XxxxxMargin 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 hereby represents and warrants as follows: (a) The Each of the Borrower and its Subsidiaries is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable 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 qualificationqualification necessary, except where such failure to so qualify would not materially adversely affect result in a Material Adverse Effect. Each of the Borrower and its business, condition Subsidiaries has all requisite corporate (financial or otherwise), operations other applicable) powers and authority to own or propertieslease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower and, where applicable, each Subsidiary of this Agreement, each Loan Document to which it is, or is to become, a party, party are within the Borrower’s organizational or such Subsidiary’s corporate (or other applicable) powers, have been duly authorized by all necessary organizational action and corporate (or other applicable) action, do not contravene (i) the Borrower’s organizational documentsor such Subsidiary’s certificate of incorporation (or other applicable formation document or operating agreement), (ii) law any law, rule or regulation applicable to the Borrower or its properties, such Subsidiary or (iii) any contractual or legal restriction binding on or affecting the Borrower or such Subsidiary, and will not result in or require the imposition of any lien or encumbrance on, or security interest in, any property (including, without limitation, accounts or contract rights) of the Borrower or its propertiesSubsidiaries, except as provided in this Agreement and any other the Loan Document. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Action is required for the due execution, execution or delivery and performance by the Borrower or its Subsidiaries of this Agreement (including obtaining any Extensions of Credit under this Agreement) or , any other Loan Document to which it is, is a party or is to become, a party, except for the FERC Authorizationperformance by the Borrower or its Subsidiaries of its obligations under this Agreement, any other Loan Document to which has it is a party other than those which have previously been duly obtained, and is are in full force and effect, are not subject to any pending or, to the knowledge of the Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. (d) This Agreement and the other each Loan Documents Document to which it is, the Borrower or any Subsidiary 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 is a legal, valid and binding obligation of the Borrower or Subsidiary party thereto, enforceable against the Borrower or applicable Subsidiary in accordance with its terms, subjectsubject to the effect of bankruptcy, however, to any applicable bankruptcyinsolvency, reorganization, rearrangementfraudulent conveyance, moratorium or and other similar laws of general application 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)creditors 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 or, to the Borrower’s knowledge, threatened action or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have has a Material Adverse Effect. There has been no change reasonable possibility of resulting in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect. (f) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at December 31, 2012, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent and each Lender, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. Since December 31, 2012, there has been no Material Adverse Effect, or material adverse change in the facts and information regarding such entities as represented to the Restatement Effective Date. (g) No event has occurred The making of Loans and is continuing that constitutes an Event the use of Default or that would constitute an Event the proceeds thereof will comply with all provisions of Default but for the requirement that notice be given or time elapse or bothApplicable Law in all material respects. (h) The Neither the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of nor 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 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 Xxxxxx Xxxxx. (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) 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 operations, properties or propertiesprospects. (b) 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, in the case of clauses (ii) and (iii) above, except where such failure would result in a Material Adverse Effect. (c) 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) 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) e. The consolidated financial statements of the Borrower and its Subsidiaries as of December 31, 20232020, 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 31June 30, 20242021, 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 period ended on such datesdate, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarter ended March 31June 30, 20242021, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232020, there has been no material adverse change in the financial condition or operations of the Borrower. (f) 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 bothg. [reserved]. (h) 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 Xxxxxx Xxxxx. (i) i. 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) 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.k. [reserved] (l) 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 m. All information heretofore furnished by or on behalf of the Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to for purposes of or in connection with any Loan Document or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Loan Documents Borrower to the Administrative Agent, any LC Issuing Bank 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 or certified 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 and with the Disclosure Documents); 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 time, it being recognized by the Lenders and notes LC Issuing Banks 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 Lenders and LC Issuing Banks, in the Disclosure Documents or otherwise in writing, 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, which 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 its Consolidated Subsidiaries, taken as a whole, or the projections and such variations may be material and, accordingly, ability of the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedto perform its obligations under the Loan Documents. (n) n. As of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) o. The Borrower has implemented and maintains in effect policies and procedures 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, and . None of (a) the Borrower, its Subsidiaries and their respective officers and employees andBorrower or any Subsidiary or, 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 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 are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. p. [reserved]. q. The Borrower has 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 it or their its 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, incorporation and (ii) is duly qualified to do business as a foreign organization corporation 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, business, properties, or properties. (b) prospects. The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, this Agreement 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) 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, following (each of which has been duly filed or obtained, and is final and in full force and effect. ): (di) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order. 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 subsidiaries as of December 31, 2023, 2001 and for the year ended on such date, as set forth in the Borrower’s '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 subsidiaries as of March 31, 20242002, and for the fiscal quarter three-month period ended on such date, as date set forth in the Borrower’s '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 (subject, in the case of such statements dated March 31, 2002, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries 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 footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure DocumentsBorrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2002, since December 31, 20232001, 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, 2001, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2002, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitrator that that, if determined adversely, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. 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) material adverse effect. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or 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 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 subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be is, on the date hereof, represented by Xxxxxx Xxxxx. margin stock (i) within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). 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 , or an "investment advisor" within the meaning of the Investment Company Act of 1940, as could not reasonably be expected to result in amended. The Borrower is a Material Adverse Effect"holding company" as that term is defined in, no and is registered under, the Public Utility Holding Company Act of 1935. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. Plan that may materially and adversely affect the condition (k) financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. 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 material adverse 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 status. 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 Each Loan Party that is a corporation (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationincorporation, and (ii) is duly qualified to do business and in good standing as a foreign organization corporation in each other jurisdiction in which it owns or leases property or in which the nature conduct of the its business conducted requires it to so qualify or the property owned, operated or leased by it requires such qualification, be licensed except where the failure to so qualify would or be licensed is not materially adversely affect reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its business, condition (financial or otherwise), operations or propertiesproperties and to carry on its business as now conducted and as proposed to be conducted. (b) Each Loan Party that is a partnership or a limited liability company (i) is a partnership or a limited liability company duly formed and validly existing under the laws of the State of its formation, (ii) is duly qualified in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite partnership or a limited liability company power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Credit Agreement, the Borrower of Notes, each other Loan Document to which it is, is or is to become, be a party, and the consummation of the transactions contemplated herein and therein, are within the Borrower’s organizational such Loan Party's corporate, partnership or limited liability company powers, have been duly authorized by all necessary organizational action and corporate, partnership or limited liability company action, and, to each such Loan Party's knowledge, do not contravene (i) the Borrower’s contravene such Loan Party's organizational documents, (ii) law applicable violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, except where such violation is not reasonably likely to the Borrower or its propertieshave a Material Adverse Effect except as set forth on Schedule II hereof, or (iii) except as set forth on Schedule II hereof, conflict with or result in the breach of, or constitute a default under, any contractual contract, loan agreement, indenture, mortgage, deed of trust, lease or legal restriction other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, except where such conflict, breach or default is not reasonably likely to have a Material Adverse Effect or (iv) except for the Borrower Liens created by the Collateral Documents result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its propertiesSubsidiaries. (cd) No Other than as set forth on Schedule III hereof, 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 (i) the due execution, delivery and delivery, recordation, filing or performance by the Borrower any Loan Party of this Agreement (including obtaining any Extensions of Credit under this Agreement) or , the Notes, any other Loan Document to which it is, is or is to become, be a party, except or for the FERC Authorizationconsummation of the transactions contemplated hereby, which has been duly obtained(ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, and is (iii) the perfection or maintenance of the Liens created by the Collateral Documents or (iv) the exercise by the Lender of its rights under the Loan Documents or the remedies in full force and effectrespect of the Collateral pursuant to the Collateral Documents. (de) This Credit Agreement has been, and the Notes, each other Loan Documents to which it isDocument 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 each Loan Party thereto. This Credit Agreement is, and upon execution and delivery thereof the Notes, each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower each Loan Party thereto, enforceable against the Borrower such Loan Party 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). (ef) 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 Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20242002, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such dateyear then ended, and the Consolidated balance sheet of the Borrower and its Subsidiaries as set forth in at March 31, 2002, and the Borrower’s Quarterly Report on Form 10-Q related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such datenine months then ended, as filed with duly certified by the SECChairman of the Board of Borrower or any other officer of Borrower, copies of each of which have been furnished to each Bankthe Lender, fairly present present, subject, in the consolidated case of said balance sheet as at March 31, 2002, and said statement of income and cash flows for the nine 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 generally accepted accounting principles applied on a consistent basis. Since 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. (fg) Except All financial statements delivered by any Loan Party to the Lender, are true, correct and complete in all material respects, fairly represent such Loan Party's financial condition as disclosed of the date hereof and thereof, and no information has been omitted that would make the information previously furnished misleading or incorrect in the Disclosure Documentsany material respect. (h) To such Loan Party's knowledge, there is no pending or threatened action action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries Loan Party not covered by insurance (subject to reasonable deductibles), including any Environmental Action, pending before any court, governmental agency or arbitrator that could (i) would 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 Credit Agreement, the Notes, any other Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on 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% Loan Party 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 Xxxxxx XxxxxDisclosed Litigation from that described on Schedule IV hereof. (i) The Borrower is not Except as set forth on Schedule V(a) hereof to such Loan Party's knowledge, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of each Loan Party and its Subsidiaries, each Loan Party and its Subsidiaries are in compliance in all material respects with all such Environmental Permits, and, no circumstances exist that would be reasonably likely to (i) form the basis of an “investment company” Environmental Action against any Loan Party or any of its Subsidiaries or any properties described in the Mortgages or the 59th Street Property that could have a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940Material Adverse Effect ox (xx) xxxxe any such property to be subject to any restrictions on ownership, as amendedoccupancy, use or transferability under any Environmental Law. (j) Except as could set forth in the environmental reports heretofore delivered to the Lender as set forth on Schedule V(b) hereof, none of the operations and properties of each Loan Party is listed or, to the knowledge of any Loan Party, proposed for listing on the National Priorities List under CERCLA or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the Environmental Protection Agency or any analogous state list of sites requiring investigation or cleanup or is adjacent to any such property. Except as would not reasonably be expected to result in have a Material Adverse Effect, no ERISA Termination Event underground storage tanks, as such term is defined in 42 U.S.C.Section 6991, are located on any property in violation of applicable Environmental Laws. Except as set forth on the environmental reports heretofore provided to the Lender, the Borrower has occurred, or is reasonably expected to occur, with respect to no knowledge of any ERISA Planunderground storage tank located on any Property adjoining any Property. (k) Schedule B Each Loan Party and each of its Subsidiaries has filed or has caused to be filed all income tax returns (Actuarial InformationFederal, state and local) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. The Borrower is not aware of any material unasserted claims for prior taxes against it for which adequate reserves satisfactory to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which Lender have not 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 Effectestablished. (l) Except Each Mortgagor has good, marketable and insurable fee simple title to the real property described in the Mortgage executed and delivered by such Mortgagor, as could not reasonably be expected to result in a Material Adverse Effectapplicable, (i) free and clear of all Liens, other than those disclosed on such Schedule and Liens created or permitted by 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 unsatisfiedLoan Documents. (m) The reportsExcept as set forth on Schedule VI hereof, financial statements and other written information furnished by no Loan Party is in default in the performance, observance or on behalf fulfillment of any of the Borrower to the Administrative Agentobligations, any LC Issuing Bank covenants or any Lender pursuant to conditions contained herein 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 agreement or instrument 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 which it is a party or not such projections by which it or forward looking statements are in fact achieved will depend upon future events some any 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 achievedits properties is bound. (n) As of the date deliveredhereof, there has been no Material Adverse Change since the information included in date of the Beneficial Ownership Certification, if any, is true and correct in all respectsmost recent financial statements provided by the Borrower or such Loan Party to the Lender. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerNo Loan Document or other document, 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, certificate or statement furnished 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 Lender by or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent on behalf of the Borrower or any Subsidiary that will act other Loan Party contains any untrue statement of a material fact or omits to state a material fact necessary in any capacity in connection with or benefit from order to make the credit facility established hereby, statements contained herein and therein not misleading. It is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated specifically understood 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 that all such statements, representations and employee and retiree health and welfare insurance and other benefits warranties shall be deemed to have been paid or properly accrued on relied upon by the financial statements of Lender as an inducement to make 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) Loan to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBorrower.

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 existing, in good standing standing, and authorized to transact business 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 the Credit Documents to which it is, or is to become, a party, party (i) are within the Borrower’s organizational corporate powers, (ii) have been duly authorized by all necessary organizational action and corporate action, (iii) do not contravene (iA) the Borrower’s organizational documentscharter or by-laws, (ii) law applicable to as the Borrower or its propertiescase may be, or (iiiB) any contractual law, rule or regulation, or any material Contractual Obligation or legal restriction restriction, binding on or affecting the Borrower or its propertiesany Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of the Borrower or any Material Subsidiary under any Contractual Obligation binding on or affecting the Borrower or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body other Person 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 Credit Document to which it is, or any of them is to become, a party, except for the FERC Authorization, which has such as (i) have been duly obtained, obtained or made and is that are in full force and effecteffect or (ii) are not presently required under applicable law and have not yet been applied for. (d) This Agreement and the other Loan Documents Each Credit Document to which it is, or the Borrower 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 is a legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with its terms, subject, however, subject to any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar other laws affecting generally the enforcement of creditors’ rights generally and remedies and subject to general principles of equity (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 Referenced 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 SECFinancial Statements, copies of each of which have been made available or furnished to each BankLender, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates the date thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods period ended on such datesdate, all in accordance with GAAPGAAP consistently applied. (f) The Referenced Quarterly Financial Statements, subjectcopies of which have been made available or furnished to each Lender, in fairly present (subject to year end audit adjustments) the case financial condition of such financial statements the Borrower and its Subsidiaries as at the date thereof and the results of the operations of the Borrower and its Subsidiaries for the fiscal quarter period ended March 31on such date, 2024, to year-end adjustments and the absence of detailed footnotes. Except as disclosed all in the Disclosure Documents, since accordance with GAAP consistently applied. (g) Since December 31, 20232018, there has been no material adverse change in the financial such condition or operations operations, or in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower. (fh) Except as disclosed in for the Disclosure DocumentsSpecified Event, there is no pending or threatened action action, proceeding or proceeding investigation affecting the Borrower or any of its Subsidiaries before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by the Borrower or any of its Material Subsidiaries, of all or a material portion of their respective businesses or assets. (i) The Borrower and its Subsidiaries, taken as a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan or Letter of Credit hereunder will be used to buy or carry any Margin Stock. (j) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There . (k) Schedule SB (Actuarial Information) to the 2018 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule SB there has been no adverse change in any matter disclosed in such filings that could funding status which may reasonably be expected to result in such have a Material Adverse Effect. (gl) No event Neither the Borrower nor any ERISA Affiliate has occurred and incurred or is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be given or time elapse or bothexpected to have a Material Adverse Effect. (hm) The Neither the Borrower is not engaged in nor any ERISA Affiliate has been notified by the business sponsor of extending credit for a Multiemployer Plan that such Multiemployer Plan has been terminated, within the purpose meaning of purchasing or carrying Margin StockTitle IV of ERISA, and no proceeds Multiemployer Plan is reasonably expected to be terminated, within the meaning of any Extension Title IV of Credit will ERISA, in either such case, that could reasonably be used expected 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 Xxxxxx Xxxxxhave a Material Adverse Effect. (in) 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. (jo) Except as could not reasonably The Borrower has filed all federal, state and other material income tax returns required to be expected filed by it and has paid or caused to result be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in a Material Adverse Effect, no ERISA Termination Event good faith and by proper proceedings and in respect of which the Borrower has occurred, or is reasonably expected to occur, set aside adequate reserves for the payment thereof in accordance with respect to any ERISA PlanGAAP. (kp) Schedule B Except for the Specified Event, the Borrower and its Subsidiaries are and have been in compliance with all laws (Actuarial Information) including, without limitation, all Environmental Laws), except to the most recent annual report (Form 5500 Series) with respect extent that any failure to each ERISA Planbe in compliance, copies of which have been filed with individually or in the Internal Revenue Service and furnished to the Banksaggregate, 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 not reasonably be expected to result in a Material Adverse Effect. (lq) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) No Subsidiary of the Borrower has not incurredis party to, and does not reasonably expect to incuror otherwise bound by, any withdrawal liability agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to the Borrower, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other intercompany charges, expenses and accruals or other returns on investment, or any other agreement that restricts the ability of such Subsidiary to make any payment, directly or indirectly, to the Borrower, other than prohibitions and restrictions permitted to exist under ERISA to any Multiemployer Plan Section 6.01(e). (r) The information, exhibits and (ii) neither reports furnished by the Borrower nor or 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 Subsidiaries to the Administrative Agent, any LC Issuing Bank Agent or to any Lender pursuant to or in connection with the Loan Documents and negotiation of, or compliance with, the transactions contemplated therebyCredit Documents, 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, do not contain any untrue statement material misstatement of a material fact and do not omit and will not omit, when taken as a whole, to state a material fact or any fact necessary to make the statements therein, contained therein not misleading 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. (os) The Borrower has and its Subsidiaries have implemented and maintains maintain in effect policies and procedures reasonably designed to ensure 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 BorrowerBorrower and its Subsidiaries, its respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the BorrowerBorrower or its Subsidiaries or, any Subsidiary thereof to the knowledge of the Borrower or its Subsidiaries, 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 of its Subsidiaries which agent 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 hereunder or other transaction contemplated by this Agreement Transactions will violate Anti-Corruption Laws or applicable Sanctions. (pt) All payments due from The Borrower is not an EEA Financial Institution. (u) The information included in each Beneficial Ownership Certification is true and correct in all respects. (v) None 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 Subsidiaries is an entity deemed to hold “plan assets” (within the financial statements meaning 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 filedPlan Asset Regulations), and have paid all federalneither the execution, state delivery nor performance of the transactions hereunder, including the making of any Loan and other Taxesthe issuance of any Letter of Credit hereunder, assessments, fees and other governmental charges levied will give rise to a non-exempt prohibited transaction under Section 406 of ERISA 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 Section 4975 of the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectCode.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower Each Loan Party that is a corporation (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationincorporation, and (ii) is duly qualified to do business and in good standing as a foreign organization corporation in each other jurisdiction in which it owns or leases property or in which the nature conduct of the its business conducted requires it to so qualify or the property owned, operated or leased by it requires such qualification, be licensed except where the failure to so qualify would or be licensed is not materially adversely affect reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its business, condition (financial or otherwise), operations or propertiesproperties and to carry on its business as now conducted and as proposed to be conducted. (b) Each Loan Party that is a partnership or a limited liability company (i) is a partnership or a limited liability company duly formed and validly existing under the laws of the State of its formation, (ii) is duly qualified in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite partnership or a limited liability company power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by the Borrower of each Loan Party of this Credit Agreement, the Notes, each other Loan Document and each related document to which it is, is or is to become, be a party, and the consummation of the transactions contemplated herein and therein, are within the Borrower’s organizational such Loan Party's corporate, partnership or limited liability company powers, have been duly authorized by all necessary organizational action and corporate, partnership or limited liability company action, and, to each such Loan Party's knowledge, do not contravene (i) the Borrower’s contravene such Loan Party's organizational documents, (ii) law applicable violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, except where such violation is not reasonably likely to the Borrower or its propertieshave a Material Adverse Effect except as set forth on Schedule II hereof, or (iii) except as set forth on Schedule II hereof, conflict with or result in the breach of, or constitute a default under, any contractual contract, loan agreement, indenture, mortgage, deed of trust, lease or legal restriction other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, except where such conflict, breach or default is not reasonably likely to have a Material Adverse Effect or (iv) except for the Borrower Liens created by the Collateral Documents result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its propertiesSubsidiaries. (cd) No Other than as set forth on Schedule III hereof, 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 (i) the due execution, delivery and delivery, recordation, filing or performance by the Borrower any Loan Party of this Agreement (including obtaining any Extensions of Credit under this Agreement) or , the Notes, any other Loan Document or any related document to which it is, is or is to become, be a party, except or for the FERC Authorizationconsummation of the transactions contemplated hereby, which has been duly obtained(ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, and is (iii) the perfection or maintenance of the Liens created by the Collateral Documents or (iv) the exercise by the Lender of its rights under the Loan Documents or the remedies in full force and effectrespect of the Collateral pursuant to the Collateral Documents. (de) This Credit Agreement has been, and the Notes, each other Loan Documents to which it isDocument and each related document 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 each Loan Party thereto. This Credit Agreement is, and upon execution and delivery thereof the Notes, each other Loan Document and each related document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower each Loan Party thereto, enforceable against the Borrower such Loan Party 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). (ef) 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 Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20242002, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such dateyear then ended, and the Consolidated balance sheet of the Borrower and its Subsidiaries as set forth in at March 31, 2002, and the Borrower’s Quarterly Report on Form 10-Q related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such datenine months then ended, as filed with duly certified by the SECChairman of the Board of Borrower or any other officer of Borrower, copies of each of which have been furnished to each Bankthe Lender, fairly present present, subject, in the consolidated case of said balance sheet as at March 31, 2002, and said statement of income and cash flows for the nine 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 generally accepted accounting principles applied on a consistent basis. Since 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. (fg) Except All financial statements delivered by any Loan Party to the Lender, are true, correct and complete in all material respects, fairly represent such Loan Party's financial condition as disclosed of the date hereof and thereof, and no information has been omitted that would make the information previously furnished misleading or incorrect in the Disclosure Documentsany material respect. (h) To such Loan Party's knowledge, there is no pending or threatened action action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries Loan Party not covered by insurance (subject to reasonable deductibles), including any Environmental Action, pending before any court, governmental agency or arbitrator that could (i) would 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 Credit Agreement, the Notes, any other Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on 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% Loan Party 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 Xxxxxx XxxxxDisclosed Litigation from that described on Schedule IV hereof. (i) The Borrower is not Except as set forth on Schedule V(a) hereof to such Loan Party's knowledge, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of each Loan Party and its Subsidiaries, each Loan Party and its Subsidiaries are in compliance in all material respects with all such Environmental Permits, and, no circumstances exist that would be reasonably likely to (i) form the basis of an “investment company” Environmental Action against any Loan Party or any of its Subsidiaries or any properties described in the Mortgages or the 59th Street Property that could have a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940Material Adverse Effect ox (xx) xxxxe any such property to be subject to any restrictions on ownership, as amendedoccupancy, use or transferability under any Environmental Law. (j) Except as could set forth in the environmental reports heretofore delivered to the Lender as set forth on Schedule V(b) hereof, none of the operations and properties of each Loan Party is listed or, to the knowledge of any Loan Party, proposed for listing on the National Priorities List under CERCLA or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the Environmental Protection Agency or any analogous state list of sites requiring investigation or cleanup or is adjacent to any such property. Except as would not reasonably be expected to result in have a Material Adverse Effect, no ERISA Termination Event underground storage tanks, as such term is defined in 42 U.S.C.Section 6991, are located on any property in violation of applicable Environmental Laws. Except as set forth on the environmental reports heretofore provided to the Lender, the Borrower has occurred, or is reasonably expected to occur, with respect to no knowledge of any ERISA Planunderground storage tank located on any Property adjoining any Property. (k) Schedule B Each Loan Party and each of its Subsidiaries has filed or has caused to be filed all income tax returns (Actuarial InformationFederal, state and local) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. The Borrower is not aware of any material unasserted claims for prior taxes against it for which adequate reserves satisfactory to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which Lender have not 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 Effectestablished. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) the Borrower has not incurredEach Mortgagor, and does not reasonably expect each of 731 Commercial LLC and 731 Residential LLC has good, marketable and insurable fee simple title to incurthe real property described in the Mortgage executed and delivered by such Mortgagor and 59th Street Property, any withdrawal liability under ERISA to any Multiemployer Plan as applicable, free and (ii) neither clear of all Liens, xxxxx xxxn those disclosed on such Schedule and Liens created or permitted by the Borrower nor any of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfiedLoan Documents. (m) The reportsExcept as set forth on Schedule VI hereof, financial statements and other written information furnished by no Loan Party is in default in the performance, observance or on behalf fulfillment of any of the Borrower to the Administrative Agentobligations, any LC Issuing Bank covenants or any Lender pursuant to conditions contained herein 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 agreement or instrument 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 which it is a party or not such projections by which it or forward looking statements are in fact achieved will depend upon future events some any 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 achievedits properties is bound. (n) As of the date deliveredhereof, there has been no Material Adverse Change since the information included in date of the Beneficial Ownership Certification, if any, is true and correct in all respectsmost recent financial statements provided by the Borrower or such Loan Party to the Lender. (o) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerNo Loan Document or other document, 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, certificate or statement furnished 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 Lender by or any of their respective officers or employees, or (b) to the knowledge of the Borrower, any director or agent on behalf of the Borrower or any Subsidiary that will act other Loan Party contains any untrue statement of a material fact or omits to state a material fact necessary in any capacity in connection with or benefit from order to make the credit facility established hereby, statements contained herein and therein not misleading. It is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated specifically understood 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 that all such statements, representations and employee and retiree health and welfare insurance and other benefits warranties shall be deemed to have been paid or properly accrued on relied upon by the financial statements of Lender as an inducement to make 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) Loan to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBorrower.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: (a) The Each of the Borrower and its Subsidiaries is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable 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 qualificationqualification necessary, except where such failure to so qualify would not materially adversely affect result in a Material Adverse Change. Each of the Borrower and its business, condition Subsidiaries has all requisite corporate (financial or otherwise), operations other applicable) powers and authority to own or propertieslease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower of this Agreement and each Loan Document to which it is, or is to become, a party, party are within the Borrower’s organizational 's corporate (or other applicable) powers, have been duly authorized by all necessary organizational action and corporate (or other applicable) action, do not contravene (i) the Borrower’s organizational documents's certificate of incorporation, (ii) law any law, rule or regulation applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower Borrower, and will not result in or its propertiesrequire the imposition of any lien or encumbrance on, or security interest in, any property (including, without limitation, accounts or contract rights) of the Borrower, except as provided in this Agreement and any other the Loan Document. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Action is required for the due execution, execution or 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, is a party or is to become, a party, except for the FERC Authorization, performance by the Borrower of its obligations under this Agreement or any other Loan Document other than those which has have previously been duly obtained, and is are in full force and effect, are not subject to any pending or, to the knowledge of the Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. (d) This Agreement and the other each Loan Documents Document to which it is, or the Borrower 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 is a legal, valid and binding obligation of the Borrower party thereto, enforceable against the Borrower in accordance with its termsterms subject to the effect of bankruptcy, subject, however, to any applicable bankruptcyinsolvency, reorganization, rearrangementfraudulent conveyance, moratorium or and other similar laws of general application 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)creditors 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 or, to the Borrower's knowledge, threatened action or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have has a reasonable possibility of resulting in a Material Adverse EffectChange. (f) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the six (6) months then ended, copies of which have been furnished to the Administrative Agent and each Lender, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied, subject, solely in the case of unaudited consolidated balance sheets, to normal year end adjustments. There Since March 31, 2004, there has been no Material Adverse Change, or material adverse change in any matter disclosed in the facts and information regarding such filings that could reasonably be expected entities as represented to result in such a Material Adverse Effectthe Closing Date. (g) No event has occurred The issuance of, and is continuing that constitutes an Event the existence of, the Letters of Default or that would constitute an Event Credit, the Extensions of Default but for Credit and the requirement that notice be given or time elapse or bothuse of the proceeds thereof will comply with all provisions of applicable law and regulation in all material respects. (h) The Neither the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of nor 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 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 Xxxxxx Xxxxx. (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. (i) The Borrower is a "holding company" exempt from registration under Section 5 of the Public Utility Holding Company Act of 1935, as amended, pursuant to Section 3(a)(2) of such Act. (j) Except as Neither the Borrower nor its Subsidiaries is engaged in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any drawing on the Letters of Credit or the Extensions of Credit will be used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably 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) Change. Since the actuarial valuation date specified in the most recent Schedule B (Actuarial Information) to the most recent annual report of Plans maintained by the Borrower (Form 5500 Series), if any, (i) with respect to each ERISA Plan, copies of which have there has been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents no Material Adverse Change in the funding status of such the Plans referred to therein and (ii) no "prohibited transaction" has occurred with respect thereto. Neither the Borrower nor any of its respective ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (l) Except as set forth in the Disclosure Documents, the Borrower and its Subsidiaries are in compliance in all material respects with all applicable Federal, state and local statutes, rules, regulations, orders and other provisions of law relating to Hazardous Materials, air emissions, water discharge, noise emission and liquid disposal, and since other environmental, health and safety matters, other than those the date non-compliance with which would not result in a Material Adverse Change (taking into consideration all fines, penalties and sanctions that may be imposed because of such Schedule B there non-compliance) or on the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document to which the Borrower is a party. Except as set forth in the Disclosure Documents, neither the Borrower nor any of its respective Subsidiaries has received from any Governmental Authority any notice of any material violation of any such statute, rule, regulation, order or provision. (m) The Borrower and its Subsidiaries have filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, except to the extent that the Borrower or any such Subsidiary is diligently contesting any such taxes in good faith and by appropriate proceedings, and for which adequate reserves for payment thereof have been no change in established. (n) No event has occurred or is continuing which constitutes a Default or an Event of Default, or which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by the Borrower or Subsidiary thereof under any material agreement or contract, judgment, decree or order by which the Borrower or any of its respective properties may be bound or which would require the Borrower or Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefore, where such funding status that default 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 respectsChange. (o) The As of the Closing Date, the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, each of 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 will be Solvent. (p) The capitalization of the Borrower, its directors Borrower and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any each Significant Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of the BorrowerBorrower consists of the Capital Stock, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule II hereto. All such outstanding Capital Stock has been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in the Disclosure Documents, there are no outstanding warrants, subscriptions, options, securities, instruments or other rights of any director type or agent nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of, Capital Stock 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 GAAPare otherwise exercisable by any Person. (q) The Borrower and each Subsidiary of the Borrower has good and marketable title to all assets and other property purported to be owned by it. (r) None of the properties or assets of the Borrower is subject to any Lien, except Permitted Liens. (s) All written information, reports and other papers and data produced by or on behalf of the Borrower and furnished to the Administrative Agent and the Lenders were, at the time the same were so furnished, complete and correct in all material respects. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower in connection with the negotiation, preparation or execution of this Agreement or any other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower or its Subsidiaries have filed all federal, or omits or will omit to state and other Tax returns and reports required a fact necessary in order 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 make the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.statements contained therein not misleading. [End of Article V]

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, business, 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, this Agreement are within the Borrower’s 's organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents's Charter 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 (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 filed or obtained, and is final and 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 subsidiaries as of December 31, 2023, 2006 and for the year ended on such date, as set forth in the Borrower’s '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 subsidiaries as of March 31, 2024, 2007 and for the fiscal quarter quarterly period ended on such date, as date set forth in the Borrower’s '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 (subject, in the case of such statements dated March 31, 2007, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries 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 footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure DocumentsBorrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, in the Borrower's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and in the Borrower's Current Reports on Form 8-K filed with SEC on June 29, 2007 and July 13, 2007, since December 31, 20232006, 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, 2006, the Borrower's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and in the Borrower's Current Reports on Form 8-K filed with SEC on June 29, 2007 and July 13, 2007, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitrator that that, if determined adversely, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effectmaterial 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, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and no does not reasonably expect to use the proceeds of any Extension the Borrowings and the Letters of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for margin stock (within the purpose meaning of purchasing or carrying any Margin Stock. After applying Regulation U issued by the proceeds Board of each Extension Governors of Creditthe Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its Subsidiaries subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be is, on the date hereof, represented by Xxxxxx Xxxxxmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (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, or is reasonably expected to occur, with respect to any ERISA PlanPlan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. (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 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 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 Subject to the disclosures set forth in the disclosure schedule of Borrower delivered to Agent and Noteholders concurrently with the execution and delivery of this Agreement (the “Disclosure Schedule”) (each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this Section 4 to which it relates), Borrower represents and warrants to the Agent as follows: (a) The Borrower is (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) has the power and authority, and the legal right, to own and operate its Property and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business as a foreign organization corporation and in good standing under the laws of each jurisdiction in which the nature where its ownership, lease or operation of the business conducted Property or the property owned, operated or leased by it conduct of its business requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition qualification and (financial or otherwise), operations or propertiesiv) is in compliance with all Requirements of Law in all material respects. (b) The Borrower has the power and authority, and the legal right, to make, deliver and perform the Note Purchase Documents to which it is a party, to consummate the transactions contemplated thereby and, as the case may be, to obtain extensions of credit hereunder. Borrower has taken all necessary organizational action to authorize the execution, delivery and performance by of 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 Note Purchase Documents to which it is, or is to become, a party have and to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extension of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Note Purchase Documents. Each Note Purchase Document to which Borrower is a party has been or will be (as the case may be) duly executed and delivered by iton behalf of Borrower. This Agreement constitutes, and this Agreement is, and each other Note Purchase Document upon execution and delivery thereof each other Loan Document will beconstitute, the a legal, valid and binding obligation of the Borrower a party thereto, enforceable against the such Borrower in accordance with its 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 equitable principles of equity (regardless of whether enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law). (ec) The consolidated financial statements execution, delivery, and performance by Borrower of this Agreement and the other Note Purchase Documents to which such Borrower is a party and compliance with the terms and provisions hereof and thereof will not (i) violate or conflict with, or result in a breach of, or require any consent (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) under (A) the Organic Documents of such Borrower, (B) any Requirement of Law, or (C) any material agreement or instrument to which such Borrower is a party or by which it or any of its properties is bound or subject, or (ii) result in the creation or imposition of any Lien upon any of the revenues or assets of such Borrower other than the Liens arising under the Note Purchase Documents. (d) All factual information taken as a whole (other than forward-looking information and its Subsidiaries as projections and information of December 31, 2023, a general economic nature and for the year ended on such date, as set forth in general information about the Borrower’s Annual Report industry) furnished by or on Form 10-K behalf of Borrower in writing to the Agent or any Noteholder for purposes of or in connection with this Agreement or any other Note Purchase Document, will be true and accurate in all material respects, on the fiscal year ended on date as of which such date, information is dated or certified and is not incomplete by omitting to state any fact necessary to make such information (taken as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements a whole) not misleading in any material respect at such time in light of the Borrower and its Subsidiaries as of March 31circumstances under which such information was provided. The projections delivered to the Agent represent, 2024, and for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report good faith estimate, on Form 10-Q for the fiscal quarter ended on date such dateprojections were/are delivered, 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 Borrower’s future performance for the periods ended on such datescovered thereby based upon assumptions believed by the Borrower to be reasonable at the time of the delivery thereof to the Agent. (e) Schedule 4(e) hereto is a correct and complete list of Borrower’s head office, in accordance with GAAPregistered office and chief executive office, subject, in the case location of such financial statements for the fiscal quarter ended March 31, 2024, to year-end adjustments its books and records and the absence locations of detailed footnotesits Property. Except as disclosed in the Disclosure DocumentsThe Borrower enjoys peaceful and undisturbed possession under all leases material to its business, since December 31if any, 2023and to which it is a party or under which it is operating, there has been and all such material leases, if any, are valid and subsisting and no material adverse change in default by the financial condition or operations Borrower exists under any of the Borrowerthem. (f) Except as disclosed in On the Disclosure DocumentsClosing Date, there is no pending or threatened action or proceeding affecting the Borrower shall have acquired the Mortgaged Property and consummated the other transactions contemplated by the Purchase Documents in accordance with the terms thereof, without any waiver or amendment thereto (unless agreed to by the Agent in its sole discretion). (g) Neither Borrower nor to the knowledge of the Borrower, any of its respective Affiliates, is (i) in violation of any applicable laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including, but not limited to, (x) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, (y) the laws, rules and regulations comprising or implementing the Bank Secrecy Act, (z) the laws, rules and regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) (as any of the foregoing laws described in this Section 4(g) may from time to time be amended, renewed, extended, or replaced), or (ii) currently a Sanctioned Entity. No Loan or the proceeds from any Loan has been used by Borrower to lend, contribute, provide, or has otherwise been made available by Borrower to fund, any activity or business in any Designated Jurisdiction or to fund any activity or business of any Sanctioned Entity, or in any other manner that will result in any violation by any Noteholder, the Agent or any of their respective Affiliates, of Sanctions. (h) Neither Borrower nor to the knowledge of the Borrower, any of its Subsidiaries respective Affiliates or any of their respective agents acting in any capacity in connection with the Loans or other transactions hereunder (i) conducts any business or engages in making or receiving any contributions of funds, goods or services to or for the benefit of any Sanctioned Entity, except to the extent not in violation of Sanctions or (ii) knowingly engages in or conspires to knowingly engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable Anti-Terrorism Law. (i) Borrower is in compliance in all material respects with the Foreign Corrupt Practices Act, as amended, and rules and regulations thereunder (“FCPA”). No part of the proceeds of the Term Loan or any Revolving Advance will be used directly or indirectly for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA. (j) To Borrower’s knowledge, Borrower is not in violation of any Requirement of Law, including all environmental laws, in any material respect. (k) There are no actions, suits, litigation or proceedings, at law or in equity, pending by or against Borrower before any court, governmental agency administrative agency, or arbitrator that in which a likely adverse decision 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. (gl) No event Borrower has occurred filed all federal and is continuing other material tax returns required to be filed, including all income, franchise, employment, property, and sales tax returns, and has paid all of their respective federal and other material taxes, assessments, governmental charges, and other levies that constitutes an Event are due and payable, except to the extent such taxes are contested in good faith by proper proceedings which stay the imposition of Default any penalty, fine or that would constitute an Event of Default but Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the requirement that notice be given payment thereof. Borrower has no knowledge of any pending investigation of Borrower by any taxing authority or time elapse or bothof any pending unassessed tax liability (other than taxes which are not yet due and payable) of any Obligor. (hm) Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims and restrictions on transfer or pledge except as permitted under this Agreement. (n) The proceeds of the Loans shall be used by the Borrower for the purposes described on Schedule 5.1(i). 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 of the Board of Governors of the Federal Reserve System), and no part of the 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 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 Xxxxxx Xxxxxmargin stock. (io) The Borrower is not (i) 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, 1940 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 subject to regulation under any of other federal or state statute, rule or regulation limiting its ERISA Affiliates has incurred any liability ability to incur Indebtedness, pledge its assets or obligation perform its obligations 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 SanctionsNote Purchase Documents. (p) All payments due from financial statements related to Borrower that are delivered by such Borrower to Agent fairly present in all material respects such Borrower’s financial condition as of the Borrower or any date thereof and such Borrower’s results of its ERISA Affiliates on account of wages and employee and retiree health and welfare insurance and other benefits have operations for the period then ended. There has not been paid or properly accrued on a material adverse change in the financial statements condition of Borrower since the date of the Borrower or most recent of such ERISA Affiliate, as applicable, in accordance with GAAPfinancial statements submitted to Agent. (q) The properties of the Borrower are insured with financially sound and its Subsidiaries have filed all federalreputable insurance companies which are not Affiliates of the Borrower, state in such amounts, with such deductibles and other Tax returns covering such risks as are customarily carried by companies engaged in similar businesses and reports required owning similar properties in localities where the Borrower operates. (r) Borrower has met the minimum funding requirements of ERISA with respect 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) any employee benefit plans subject to the extent that the ERISA. No event has occurred resulting from Borrower’s failure to do so could not, individually or comply with ERISA that is reasonably likely to result in the aggregate, Borrower incurring any liability that could reasonably be expected to have a Material Adverse Effect. (s) Borrower is able to pay its debts (including trade debts) as they mature; the fair saleable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrower will not be left with unreasonably small capital after the transactions contemplated by this Agreement. (t) The representations and warranties made in this Section 4 shall survive the execution and delivery of this Agreement and shall deemed to have been made by the Borrower on the Closing Date and repeated by the Borrower, in each case with reference to the facts and circumstances then existing, on each Interest Payment Date and any subsequent Drawdown Date.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows, which representations and warranties shall be deemed repeated on each day on which an Advance is made or a Release is made: (a) The Borrower is (i) a corporation organized, duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of Delaware, its organizationorganizational identification number is 3887926, and (ii) it is duly qualified to do business as a foreign organization business, and is in each good standing, in every jurisdiction in which where the nature of the its business conducted or the property owned, operated or leased by requires it requires such qualification, except where failure to be so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesqualified. (b) The execution, delivery and performance by the Borrower of each Loan Document the Transaction Documents to which it isis a party and the other documents to be delivered by it hereunder, or is to becomeincluding the Borrower's use of the proceeds of Advances, a party, (i) are within the Borrower’s organizational 's corporate powers, (ii) have been duly authorized by all necessary organizational action and corporate action, (iii) do not contravene (iA) the Borrower’s organizational documents's Charter Documents, (iiB) law any law, rule or regulation applicable to the Borrower or its propertiesBorrower, or (iiiC) any contractual or legal restriction binding on or affecting the Borrower or its propertiesproperty or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Borrower or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). Each of the Transaction Documents to which the Borrower is a party has been duly executed and delivered by the Borrower. (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) the Transaction Documents to which it is a party or any other Loan Document document to which it is, or is to become, a partybe delivered thereunder, except for the FERC Authorization, filing of UCC financing statements which has been duly obtained, are referred to herein and is in full force and effecttherein. (d) This Agreement and Each of the other Loan Transaction 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, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, subject 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)Enforceability Exceptions. (e) The consolidated financial statements Since its date 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, 2023formation, there has been no material adverse change in the financial condition or operations of the Material Adverse Change with respect to Borrower. (fi) Except There is no pending or threatened action, investigation or proceeding affecting the Borrower before any court, governmental agency or arbitrator and (ii) except as set forth in Schedule 4.01(f) or as otherwise disclosed by the Parent in the Disclosure Documentsits publicly available SEC filings, there is no pending or threatened action action, investigation or proceeding affecting the Borrower Parent or any of its other Subsidiaries before any court, governmental agency or arbitrator that which if determined adversely to any of them, could reasonably be expected to have a Material Adverse Effect. There has been no change expected, individually or in any matter disclosed in such filings that could reasonably be expected the aggregate, to result in such a Material Adverse Effect. (g) No event has occurred and proceeds of any Advances will be used to acquire any equity security of a class which is continuing that constitutes an Event registered pursuant to Section 12 of Default or that would constitute an Event the Securities Exchange Act of Default but for the requirement that notice be given or time elapse or both1934. (h) The Borrower is not engaged the legal and beneficial owner of the Collateral free and clear of any Adverse Claim. The Program Agent for the benefit of the Investors and the Banks has a valid and perfected first priority security interest in the business of extending credit for the purpose of purchasing Collateral. No effective financing statement or carrying Margin Stockother instrument similar in effect covering any Collateral is on file in any recording office, 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% except those filed in favor of the value of Program Agent relating to this Agreement and those filed pursuant to the assets Purchase Agreements. Each Receivable characterized in any Borrower Report or other written statement made by or on behalf of the Borrower and its Subsidiaries subject to as an Eligible Receivable, or included in the restrictions Net Receivables Pool Balance is, as of Section 5.02(athe date of such Borrower Report or other statement (or, if applicable, as of a date certain specified in such report), (c) or (d) will consist of or be represented by Xxxxxx Xxxxxan Eligible Receivable and is properly included in the Net Receivables Pool Balance. (i) The Each Borrower is not an “investment company” Report, Weekly Report, Payment Direction, and Daily Report (in each case if prepared by the Borrower or a company “controlled” by an “investment company” within the meaning one 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 occurredits Affiliates, 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 extent that information contained therein is supplied by the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA PlanBorrower or an Affiliate), 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 Effectall written information, (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 reportsexhibits, financial statements statements, documents, books, records and other written information reports furnished or to be furnished at any time by or on behalf of the Borrower to the Administrative Program Agent, any LC Issuing Bank the Investor Agents, the Investors or any Lender pursuant to or the Banks in connection with and before or after the Loan Documents and the transactions contemplated thereby, when considered date of this Agreement are or will be accurate in their totality together with the information set forth in the Borrower’s periodic reports filed all material respects as of any the date of determination with the SEC under the Securities Exchange Act of 1934so furnished (or, if applicable, as amendedof a date certain specified in such report), do not and no such document contains or will contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not or omits or will omit and will not omit, when taken as a whole, to state any a material fact necessary in order to make the statements contained 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 misleading. (j) The principal place of business 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 chief executive office of the Borrower and actual results may vary from the projections office where the Borrower keeps its books and records concerning the Collateral are located at the address or addresses referred to in Section 5.01(b). (k) The names and addresses of all the Deposit Banks, together with the post office boxes and account numbers of the Lockboxes, Deposit Accounts, Borrower's Account and all other deposit accounts of Borrower are as specified in Schedule 4.01(k) hereto, as such variations Schedule 4.01(k) may be material andupdated from time to time pursuant to Section 5.01(g). The Lockboxes and Deposit Accounts are the only post office boxes and bank accounts into which Collections of Receivables are deposited or remitted. The Borrower has delivered to the Program Agent (i) a fully executed Deposit Account Agreement with respect to each Deposit Account and any associated Lockboxes and (ii) a fully executed Account Control Agreement with respect to Borrower's Account and each other deposit account of Borrower. (l) The Borrower has advised its independent certified public accountants that the Program Agent and Investor Agents have been authorized to review and discuss with such accountants, accordinglyas they may reasonably request, any and all financial statements and other information of any kind that such accountants may have which relate to the Collateral, and the Borrower gives no representation has directed such accountants to comply with any reasonable request of the Program Agent or any Investor Agent for such information. (m) The Borrower is not known by and warranty that such projections and forward looking statements will be achieveddoes not use any tradename or doing-business-as name. (n) As of The Borrower was incorporated on December 6, 2004, and the Borrower did not engage in any business activities prior to the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (o) of this Agreement. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance no Subsidiaries. SPE I is the sole owner of the Stock issued by the Borrower, its Subsidiaries all of which is validly issued, fully paid and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctionsnonassessable, and there are no options, warrants or other rights to acquire any Stock in 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 hereby represents, warrants and warrants covenants to the other parties hereto and the Lenders that as followsof each Transfer Date on or after the Closing Date: (a) The Borrower is (i) a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and has, and (ii) duly qualified had at all relevant times, full power to do own its property, to carry on its business as currently conducted and to enter into and perform its obligations under each Loan Document to which it is 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.party; (b) The execution, execution and delivery and performance by the Borrower of each Loan Document to which it is, or the Borrower is to become, a party, are within party and its performance of and compliance with all of the terms thereof will not violate the Borrower’s organizational powersdocuments or constitute a default (or an event which, have been duly authorized by all necessary organizational action and do not contravene (iwith notice or lapse of time, or both, would constitute a default) under, or result in the Borrower’s organizational documentsbreach or acceleration of, (ii) law any material contract, agreement or other instrument to which the Borrower is a party or which are applicable to the Borrower or any of its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.assets; (c) No authorization or approval or other action byThe Borrower has the full power and authority to enter into and consummate the transactions contemplated by each Loan Document to which the Borrower is a party, and no notice to or filing with, any governmental authority or regulatory body is required for has duly authorized the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other each 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) and has duly executed and delivered by iteach Loan Document to which it is a party; each Loan Document to which it is a party, and this Agreement isassuming due authorization, and upon execution and delivery thereof each by the other Loan Document will beparty or parties thereto, the legalconstitutes a valid, valid legal and binding obligation of the Borrower Borrower, enforceable against the Borrower it in accordance with its termsthe terms thereof, subjectexcept as such enforcement may be limited by bankruptcy, however, to any applicable bankruptcyinsolvency, reorganization, rearrangementreceivership, moratorium or other similar laws relating to or affecting generally the enforcement rights of creditors’ rights creditors generally, and remedies and to by general equity principles of equity (regardless of whether enforceability such enforcement is considered in a proceeding in equity or at law).; (ed) 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 is not 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 LLPviolation of, and the consolidated financial statements of execution and delivery by the Borrower of each Loan Document to which the Borrower is a party and its Subsidiaries as of March 31, 2024, performance 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 compliance with the SEC, copies terms of each of Loan Document to which have been furnished to each Bank, fairly present the consolidated financial condition of the Borrower is a party will not constitute a violation with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially 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 adversely affect 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 properties or materially and adversely affect the performance of 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.of its duties hereunder; (ge) No event There are no actions or proceedings against, or investigations of, the Borrower currently pending with regard to which the Borrower has occurred and is continuing that constitutes an Event received service 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 Stockprocess, and no proceeds of any Extension of Credit will be used to purchase action 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 Xxxxxx Xxxxx. (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 occurredproceeding against, 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 statementsinvestigation of, 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 andis, to the knowledge of the Borrower, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its directors entering into any of the Loan Documents to which it is a party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the transactions contemplated by any of the Loan Documents to which it is a party or (C) would prohibit or materially and agentsadversely affect the performance by the Borrower of its obligations under, are or the validity or enforceability of, any of the Loan Documents to which it is a party; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Borrower of, or compliance by the Borrower with, any of the Loan Documents to which the Borrower is a party, or for the consummation of the transactions contemplated by any of the Loan Documents to which the Borrower is a party, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to such date; (g) The Borrower is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of any of the Loan Documents to which it is a party or the assumption of any of its obligations thereunder; no petition of bankruptcy (or similar Bankruptcy Proceeding) has been filed by or against the Borrower; (h) The Borrower will be the sole owner of, each item in compliance with Anti-Corruption Laws the Purchased Assets transferred by the Originator, free and applicable Sanctions clear of any Lien other than Permitted Liens, and, subject to the Loan Agreement, the Agent will have a first priority perfected security interest in all material respects. each item of Collateral, in each case free and clear of any Lien other than Permitted Liens; (i) The Borrower acquired title to the Purchased Assets in good faith, without notice of any adverse claim; (j) None of (a) the BorrowerLoan Documents to which the Borrower is a party, nor any Subsidiary thereof Officer’s Certificate, statement, report or other document prepared by the Borrower and furnished or to be furnished by it pursuant to any of their respective officers the Loan Documents to which it is a party 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 the transactions contemplated thereby contains any untrue statement of material fact or benefit from omits to state a material fact necessary to make the credit facility established hereby, is a Sanctioned Person. No Borrowing statements contained herein or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.therein not misleading; (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 have filed all federal, state and other Tax returns and reports is not required to be filedregistered as an “investment company,” under the 1940 Act; (l) The Borrower’s principal place of business and chief executive offices are located at 000 Xxxxxxxx Xxxxxx, and have paid all federalSuite 310, state and Palo Alto, California 94301, or at such 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 address as shall be designated by such party in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) a written notice to the extent other parties hereto; and (m) The Borrower covenants that during the failure continuance of this Agreement it will comply in all respects with the provisions of its organizational documents in effect from time to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttime.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) a limited liability company duly organizedformed, validly existing and in good standing under the laws of the jurisdiction its state of its organizationformation, and (ii) is duly qualified to do business as a foreign organization business, and is in each good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified and where the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to be so qualify qualified would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesreasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each Loan Document the Transaction Documents to which it isis or will be a party and all other instruments and documents to be delivered by it hereunder, or is to becomeand the transactions contemplated hereby and thereby, a party, are within including the Borrower’s organizational use of the proceeds of the Advances are within its limited liability company powers, have been duly authorized by all necessary organizational action and limited liability company action, do not contravene (i) the Borrower’s organizational documents, its certificate of formation or limited liability company agreement or (ii) law in any material way, any applicable to the Borrower law, rule or its properties, or (iii) any contractual or legal restriction regulation binding on or affecting it or any of its property, and do not violate any contractual restriction binding on it or any of its property or any order, judgment or decree binding on or affecting it or any of its property or result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties, other than in favor of the Administrative Agent pursuant to this Agreement, and, on and after the Second Lien Effective Date, in favor of the Second Lien Agent pursuant to the Second Lien Credit Agreement and the other Second Lien Loan Documents and which are subject to the Second Lien Intercreditor Agreement; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of this Agreement and the other Transaction Documents to which the Borrower or its propertiesis a party has been duly executed and delivered by the Borrower. (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 Transaction Document to which it is, is or is will be a party or any other document or instrument to become, a partybe delivered by it hereunder, except for the FERC Authorizationfiling of the UCC Financing Statements referred to in Article III or such other documents or instruments requested pursuant to Section 6.05 hereof, which has all of which, at the times required in Article III or as requested pursuant to Section 6.05, as the case may be, shall have been duly obtained, made and is shall be in full force and effect. (d) This Agreement constitutes, and the other Loan Transaction Documents to which it is, or the Borrower is to become, a party have been or will be (as the case may be) duly executed and a party when delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will behereunder shall constitute, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any terms (in each case except as limited by applicable bankruptcy, reorganization, rearrangement, moratorium bankruptcy or other similar laws affecting generally the and except as specific enforcement of creditors’ rights and remedies and may be subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawequity). (e) No Originator Report, information, exhibit, financial statement, document, book, record or report furnished by the Borrower, the Collection Agent or any Originator to the Administrative Agent, any Group Managing Agent, any Bank or any Investor in connection with this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby is inaccurate in any material respect as of the date it is dated or contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not materially misleading. (f) The consolidated financial statements chief place of business and chief executive office of the Borrower is located at the address of the Borrower referred to in Section 12.02 hereof and the offices where the Borrower keeps all its Subsidiaries as of December 31books, 2023, records and for documents evidencing Pool Receivables or the year ended on such date, as set forth related Contracts are located at the addresses specified in Exhibit N and the Borrower’s Annual Report on Form 10jurisdiction of organization is the jurisdiction specified in Exhibit N (or at such other locations or jurisdiction, notified to the Administrative Agent and each Group Managing Agent in accordance with Section 5.01(f), in jurisdictions where all action required by Section 6.05 has been taken and completed); provided that the foregoing shall not prohibit duplicate books, records or documents from being kept elsewhere. (g) The names and addresses of all of the Lock-K Box Banks, together with the account numbers for all of the fiscal year ended on such dateLock-Box Accounts and each Post Office Box are specified in Exhibit O-1 and Exhibit O-2, respectively, or as otherwise notified to the Administrative Agent in writing in accordance with Section 5.03(d). (h) Each Receivable is an “eligible asset” as defined in Rule 3a-7 promulgated under the Investment Company Act of 1940, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements amended. (i) The opening pro forma balance sheet of the Borrower and its Subsidiaries as at November 28, 2012, certified by the treasurer, controller or chief accounting officer 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 the Administrative Agent and each BankGroup Managing Agent, fairly present represents the consolidated financial condition of the Borrower and its Subsidiaries as at of such dates and the consolidated results date, all in accordance with GAAP. (j) Each Receivable characterized in any Originator Report or other written statement made by or on behalf of the operations Borrower as an Eligible Receivable or as included in the Net Receivables Pool Balance was, as of the date of such Originator Report or other statement, an Eligible Receivable or properly included in the Net Receivables Pool Balance. The Borrower is the legal and beneficial owner of the Pool Receivables and Related Security and is the legal and beneficial owner of the Additional Assigned Rights, in each case free and clear of any Adverse Claim. This Agreement creates in favor of the Administrative Agent, as security for the Secured Obligations, a valid security interest in the Collateral, which security interest shall be a perfected first priority security interest upon the filing of the financing statements contemplated hereby. No effective financing statement or other instrument similar in effect covering any Collateral is on file in any recording office, except those filed in favor of the Administrative Agent relating to this Agreement, those in favor of the Borrower and its Subsidiaries for the periods ended Administrative Agent relating to the Receivables Sale Agreement and, on such datesand after the Second Lien Effective Date, those filed by the Second Lien Agent pursuant to the Second Lien Credit Agreement and the other Second Lien Loan Documents and which are subject to the Second Lien Intercreditor Agreement. (k) Except as otherwise disclosed in accordance with GAAPwriting to the Administrative Agent and each Group Managing Agent and accepted in writing by, subjectthe applicable Group Managing Agent, in the case of such financial statements for any Advance, or the fiscal quarter ended March 31Majority Group Managing Agents, 2024in any other case, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 2023their discretion, there has been are no material adverse change in actions, suits or proceedings pending, or to the financial condition or operations knowledge of the Borrower. (f) Except as disclosed in the Disclosure DocumentsBorrower threatened, there is no pending against or threatened action or proceeding affecting the Borrower or any the property of its Subsidiaries before the Borrower in any court, or before any arbitrator of any kind, or before or by any governmental agency or arbitrator that could body, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. There The Borrower is not in default with respect to (i) orders of any governmental agencies which materially adversely affect the business or operations of the Borrower or (ii) orders of any court or arbitrator. (l) The Borrower has not sold, assigned, transferred, pledged or hypothecated any interest in any Pool Receivable or the Collections with respect thereto to any Person other than as contemplated by this Agreement or, on and after the Second Lien Effective Date, the Second Lien Credit Agreement or any other Second Lien Loan Document (which are subject to the Second Lien Intercreditor Agreement). (m) The Borrower has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder. (n) The Borrower has not extended or modified the terms of any matter disclosed Pool Receivable or the Contract under which any such Pool Receivable arose, except in accordance with the Credit and Collection Policy. (o) Except pursuant to the Lock-Box Agreements or the Post Office Box Notices, and, except for certain rights of the Second Lien Agent on and after the Second Lien Effective Date which are subject to the Second Lien Intercreditor Agreement, no Person has been granted by the Collection Agent, any Originator or the Borrower control within the meaning of Section 9-104 of the UCC of any Lock-Box Account or any Post-Office Box or the right to take control within the meaning of Section 9-104 of the UCC over any Lock-Box Account or Post Office Box at a future time or upon the occurrence of a future event. (p) With respect to each transfer to it of Pool Receivables, the Borrower has purchased such filings Pool Receivables from the applicable Originator in exchange for payment (made by the Borrower to such Originator in accordance with the provisions of the Receivables Sale Agreement) in an amount which constitutes fair consideration and approximates fair market value for such Pool Receivables and in a sale the terms and conditions of which (including, without limitation, the purchase price thereof) reasonably approximate an arm’s-length transaction between unaffiliated parties. No such sale has been made for or on account of an antecedent debt owed by any Originator to the Borrower and no such sale is or may be voidable or subject to avoidance under any section of the U.S. Bankruptcy Code. (q) The Borrower has no subsidiaries and does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity interest in, any other Person and has conducted no other business except for the execution and delivery of the Receivables Sale Agreement, this Agreement, the other Transaction Documents, and, on and after the Second Lien Effective Date, the Second Lien Loan Documents, and the acquisition of Receivables, the borrowing of Advances, borrowings under the Second Lien Credit Agreement on and after the Second Lien Effective Date and the granting of the security interests contemplated hereunder and, on and after the Second Lien Effective Date, under the Second Lien Credit Agreement, and such other activities as are incidental to the foregoing. (r) The Borrower has filed, or caused to be filed or be included in, all tax reports and returns (federal, state, local and foreign), if any, required to be filed by it and paid, or caused to be paid, all amounts of taxes, including interest and penalties required to be paid by it, except for such taxes (i) as are being contested in good faith by proper proceedings and (ii) against which adequate reserves shall have been established in accordance with and to the extent required by GAAP, but only so long as the proceedings referred to in clause (i) above could not subject the Administrative Agent or any Group Managing Agent or any other Indemnified Party to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests covered hereunder or under the Receivables Sale Agreement. (s) The Borrower has no trade names, fictitious names, assumed names or “doing business as” names and has not used any such names in the past 5 years. (t) No proceeds of any Advance hereunder will be used (i) for a purpose that could violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended. (u) Since (x) October 10, 2007, no event has occurred that would reasonably be expected to result have a material adverse effect on the financial condition or operations of the Collection Agent, any Parent Undertaking Provider or any Originator and its Subsidiaries which would be reasonably likely to materially and adversely affect the ability of the Collection Agent, any Parent Undertaking Provider or any Originator to perform its obligations under this Agreement or any other Transaction Document, and (y) the Effective Date, no event has occurred that would reasonably be expected to have a material adverse effect on (i) the financial condition or operations of the Borrower which would be reasonably likely to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document, (ii) the legality, validity or enforceability of this Agreement or any other Transaction Document or (iii) any Investor’s, Bank’s or other Holder’s interest in such a Material Adverse Effectthe Receivables generally or in any significant portion of the Collateral. (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. (hv) 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 Xxxxxx Xxxxx. (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 Plansuccessor statute. (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, incorporation and (ii) is duly qualified to do business as a foreign organization corporation 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, business, properties, or properties. (b) prospects. The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, a party, this Agreement 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) 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, following (each of which has been duly filed or obtained, and is final and in full force and effect. ): (di) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order. 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 subsidiaries as of December 31, 2023, 2002 and for the year ended on such date, as set forth in the Borrower’s '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 subsidiaries as of March 31September 30, 20242003, and for the fiscal quarter three-month period ended on such date, as date set forth in the Borrower’s '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 (subject, in the case of such statements dated September 30, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries 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 footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure DocumentsBorrower's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2003, 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 DocumentsBorrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and the Borrower's Quarterly Report on Form 10-Q for the period ended September 30, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitrator that that, if determined adversely, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. 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) material adverse effect. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or 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 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 subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be is, on the date hereof, represented by Xxxxxx Xxxxx. margin stock (i) within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). 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 , or an "investment advisor" within the meaning of the Investment Company Act of 1940, as could not reasonably be expected to result in amended. The Borrower is a Material Adverse Effect"holding company" as that term is defined in, no and is registered under, the Public Utility Holding Company Act of 1935. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan. Plan that may materially and adversely affect the condition (k) financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. 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 material adverse 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 status. 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 respectsPlan. 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.COVENANTS OF THE BORROWER

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is (i) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organization, and Maryland (ii) is duly qualified and in good standing as a foreign corporation authorized to do business as a foreign organization in each every jurisdiction in which where 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 results in a Material Adverse Change and (iii) has the requisite corporate power and authority to own its business, condition (financial or otherwise), operations or propertiesproperties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower of each Loan Document this Agreement and the other Credit Documents to which it is, or is to become, 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 documents, charter or by-laws or (ii) any law applicable to the Borrower or its properties, or (iii) any material contractual or legal restriction binding on or affecting the Borrower or its propertiesSubsidiaries, and do not result in or require the creation of any Lien upon or with respect to any of the Borrower’s properties (other than Liens required under Section 5.01(i)). (c) The Borrower (i) possesses good and marketable title to all of its material properties and assets, and (ii) owns or possesses all material licenses and permits necessary for the operation by it of its business as currently conducted. (d) 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 or performance by the Borrower of this Agreement (including obtaining any Extensions of and the other Credit under this Agreement) or any other Loan Document Documents 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. (de) This Agreement and the other Loan Credit 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, are the legal, valid and binding obligation obligations of the Borrower Borrower, enforceable against the Borrower in accordance with its their respective terms, subject, however, except to any applicable the extent that enforcement may be limited by 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. (ef) The (i) audited consolidated financial balance sheet of the Borrower and its Subsidiaries as at December 31, 2007, and the related audited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended (copies of which have been furnished to each Lender), (ii) unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2008 and the related unaudited consolidated statements of income and cash flows for the nine months then ended (copies of which have been furnished to each Lender) and (iii) each of the financial statements delivered by the Borrower pursuant to Section 5.03(b) and Section 5.03(c) hereof fairly present (subject, in the case of such unaudited financial statements, to year-end adjustments) the financial condition of Borrower and its Subsidiaries as at such dates and the results of the operations of Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Since December 31, 20232007, there has been no Material Adverse Change. (g) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Advance will be used to buy or carry any Margin Stock or to extend credit to others for the year ended purpose of buying or carrying any Margin Stock. After the making of each Advance, Margin Stock will constitute less than 25 percent of the assets of the Borrower and its Subsidiaries on a consolidated basis. (h) The Borrower is not in violation of, and no condition exists that with notice or lapse of time or both would constitute a violation by the Borrower of, the Margin Regulations. (i) The Borrower has filed or caused to be filed all material Federal, state and local tax returns that to its knowledge are required to be filed by it, and has paid or caused to be paid all material taxes shown to be due and payable on such datereturns or on any assessments received by it to the extent required to be paid pursuant to Section 5.01(a). (j) The Borrower is in compliance with all laws (including ERISA and environmental laws), rules, regulations and orders of any governmental authority applicable to it, except to the extent that the Borrower’s failure to so comply does not result in a Material Adverse Change. (k) Except as set forth does not result in a Material Adverse Change, the Borrower and each ERISA Affiliate of the Borrower (i) have not incurred any liability to the PBGC (other than for the payment of current premiums that are not past due) with respect to any Title IV Plan, (ii) have not incurred any Withdrawal Liability, and (iii) have not 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. (l) Except as does not result in a Material Adverse Change, no ERISA Event has occurred. (m) Except as disclosed 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 December 31, 20242007, and for the fiscal quarter ended on such date, as set forth in the Borrower’s its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008, and all Periodic Reports on such date, as Form 8-K filed with the SECSecurities and Exchange Commission prior to the date hereof, copies of each of which have been furnished delivered 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 DocumentsAdministrative Agent, there is no pending or or, to the Borrower’s knowledge, 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 arbitrator, which materially adversely affects 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 financial condition of the Borrower and its Subsidiaries subject taken as a whole, or the enforceability against the Borrower of this Agreement and the other Credit Documents to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by Xxxxxx Xxxxxwhich it is a party. (in) 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. (jo) Except as could The proceeds of the Advances hereunder will be used in accordance with Section 5.01(h). (p) The Borrower has no secured Indebtedness, except to the extent permitted under Section 5.02(a). (q) The Borrower is not reasonably be expected in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to result which it is a party or by which any of its properties is bound, which default results in a Material Adverse Effect, no ERISA Termination Change. No Unmatured Default or Event has occurred, or of Default presently exists and is reasonably expected to occur, with respect to any ERISA Plancontinuing. (kr) Schedule B The Borrower is, and on and after the consummation of the transactions contemplated by this Agreement and the EDFI Transactions Documents will be, Solvent. (Actuarial Informations) Neither this Agreement nor any financial statements (other than any financial projections) delivered to the most recent annual report (Form 5500 Series) with respect to each ERISA PlanLenders nor any other document, copies of which have been filed with the Internal Revenue Service and certificate or statement 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 Lenders 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, hereby contains any untrue statement of a material fact and do not omit and will not omitor omits to state a material fact necessary in order to make the statements contained therein or herein, when taken as a whole, to state any fact necessary to make not misleading at the statements therein, time made in the light of the circumstances under which they were when made. All financial projections, if any, that have been or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, prepared by the Borrower represents only that such information was and made available to the Administrative Agent or any Lender in connection with this Agreement have been or will be prepared in good faith based upon assumptions and estimates believed by the Borrower to be reasonable at the time made and notes in light of the circumstances when made (it being understood that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some subject to significant uncertainties and contingencies, many of which are not within beyond the control Borrower’s control, and that no assurance can be given that the projections will be realized). (t) Since the date hereof there has been no change to the charter or by-laws of the Borrower and actual results may vary from that materially adversely affects 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 rights of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respectsLenders. (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, 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 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 Advances 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, 20232021, 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 a copy of which have has 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, 20232021, 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 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 the proceeds of each Extension of CreditAdvance, 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 Xxxxxx XxxxxMargin 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 Agent 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. (r) The Borrower does not own any real or personal property or other facilities in the State of Arkansas, except for an undivided twenty-five percent ownership interest in the Independence Steam Electric Station at Newark, Arkansas, and the Borrower does not maintain any service territory or serve any retail customers in the State of Arkansas.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower Each of the Borrower, Consumers and each of the Restricted Subsidiaries is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state 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, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesqualification necessary. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, is or is to become, will be a party, party (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. (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 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 effectrequired. (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, 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). (ei) The consolidated financial statements balance sheet of the Borrower and its Consolidated Subsidiaries as of at December 31, 20231994, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such datethen ended, as set forth together with the report thereon of Xxxxxx Xxxxxxxx & Co. included in the Borrower’s 's Annual Report on Form 10-K for the fiscal year ended on such dateDecember 31, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP1994, and the unaudited consolidated financial statements balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31at September 30, 20241995, and the related unaudited consolidated statements of income, retained earnings and cash flows for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10nine-Q for the fiscal quarter ended on such date, as filed with the SECmonth period then ended, copies of each of which have been furnished to each BankLender, fairly present (subject, in the consolidated case of such balance sheets and statements of income for the nine months ended September 30, 1995, to year-end adjustments) the financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Consolidated 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 generally accepted accounting principles consistently applied; (ii) since December 31, 20241994, to year-end adjustments and the absence of detailed footnotes. Except except as disclosed in the Disclosure DocumentsBorrower's Quarterly Report on Form 10-Q for the period ended September 30, since December 31, 20231995, there has been no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, considered as a whole, or in the Borrower's ability to perform its obligations under this Agreement or any other Loan Document to which it is or will be a party; and (iii) the Borrower has no material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule II hereto, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the date of this Agreement. (f) Except as disclosed in the Disclosure DocumentsBorrower's Quarterly Report on Form 10-Q for the period ended September 30, 1995, there is are no pending or threatened action actions, suits or proceeding proceedings against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries or the properties of the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator arbitrator, that would, if adversely determined, reasonably be expected to materially adversely affect the financial condition, properties, business or operations of the Borrower and its Subsidiaries, considered as a whole, or affect the legality, validity or enforceability of this Agreement or any other Loan Document. (g) All insurance required by Section 7.01(b) is in full force and effect. (h) No Plan Termination Event has occurred nor is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower, except as disclosed and consented to by the Majority Lenders in writing from time to time. Since the date of the most recent Schedule B (Actuarial Information) to the annual report of the Borrower (Form 5500 Series), if any, there has been no material adverse change in the funding status of the Plans referred therein and no "prohibited transaction" has occurred with respect thereto which is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan, except as disclosed and consented to by the Majority Lenders in writing from time to time. (i) No fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (except for any such circumstance, if any, which is covered by insurance which coverage has been confirmed and not disputed by the relevant insurer) affecting the properties, business or operations of the Borrower, Consumers or any Restricted Subsidiary has occurred 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 material adverse effect on the business, financial condition or results of operations of (A) the Borrower and its Subsidiaries, considered as a Material Adverse Effectwhole, or (B) Consumers and its Subsidiaries, considered as a whole. (gj) No event The Borrower and its Subsidiaries have filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower or any of its Subsidiaries is contesting in good faith an assertion of liability based on such returns, has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but provided adequate reserves for the requirement that notice be given or time elapse or bothpayment thereof in accordance with GAAP. (hk) No extraordinary judicial, regulatory or other legal constraints exist which limit or restrict Consumers' ability to declare or pay cash dividends with respect to its capital stock. (l) The Borrower owns 100% of the outstanding shares of common stock of Enterprises. (m) The Borrower owns not less than 80% of the outstanding shares of common stock of Consumers. (n) The CMS Energy Corporation 1995-1999 Financial Forecast, dated August 21, 1995 (the "Projections"), copies of which have been distributed to the Banks, is based upon assumptions that the Borrower believed were reasonable at the time the Projections were delivered, and all other financial information previously delivered by the Borrower to the Co- Agents are true and correct in all material respects as at the dates and for the periods indicated therein. (o) The Borrower is not engaged in the business of extending credit for the purpose of purchasing buying 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 buy or carry any Margin Stock margin stock or to extend credit to others for the purpose of purchasing buying 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 Xxxxxx Xxxxxmargin stock. (ip) 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 No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Exchange Act. (r) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrower and its Subsidiaries have filed all federal, state and other Tax returns and reports required to on a consolidated basis will 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 margin stock (a) Taxes that that are being contested in good faith within the meaning of Regulation U issued by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that Board of Governors of the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectFederal Reserve System).

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 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, 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 Xxxxxx Xxxxx. (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 indicated at the beginning of this Agreement, has all requisite corporate power and authority to conduct its organizationbusiness, to own its properties and (ii) duly assets as it is now conducted and as proposed to be conducted and is qualified or licensed to do business as a foreign organization corporation in each jurisdiction good standing in all jurisdictions in which the nature conduct of the its business conducted or the property owned, operated or leased by requires it requires such qualification, except where failure to so qualify would or be licensed except where the failure to do so, individually or in the aggregate, could not reasonably be expected to materially and adversely affect the ability of the Borrower to perform its business, condition (financial or otherwise), operations or propertiesobligations under any Loan Document. (b) The execution, delivery and performance by the Borrower of each the Loan Document to which it isDocuments, or is to become, a partyincluding the Borrower's use of the proceeds thereof, 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's charter or by-laws, (ii) contravene law applicable to (including, without limitation, Regulations T, U and X issued by the Borrower Board of Governors of the Federal Reserve Board) or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or (iii) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its propertiesSubsidiaries. (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 (i) the due execution, delivery and performance by the Borrower of this Agreement any Loan Documents or (including obtaining any Extensions ii) in the event that the Security Period is in effect, (x) the grant by the Borrower of Credit the Liens granted pursuant to the Loan Documents, (y) other than the filing of a financing statement, the perfection or maintenance of the Liens created under this Agreementthe Loan Documents or (z) the exercise by the Agent or any other Lender of its rights under the Loan Document to which it is, Documents or is to become, a party, except for its remedies under the FERC Authorization, which has been duly obtained, and is in full force and effectSecurity Agreement. (d) This Agreement is, and the each of 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 when delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document hereunder 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 Xxxxxx Xxxxx. (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 Sanctionsterms. (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 Lenders that: (a) The Borrower is (i) duly organizedTo the Borrower’s Knowledge, validly existing and in good standing no Default or Event of Default exists under the laws Loan Agreement as 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 propertiesdate hereof. (b) The execution and delivery of this Amendment by each Loan Party will result in valid and legally binding obligations of such entity enforceable against it in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by the Borrower and the other Loan Parties of each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have this Amendment has been duly authorized by all necessary corporate or other organizational action action, and do not contravene and will not: (i) contravene the Borrowerterms of any of such Person’s organizational documents, ; (ii) law applicable to conflict with or result in any breach or contravention of, or result in or require the creation of any Lien, or require any payment by the Borrower or its properties, or to be made under (iiiA) any contractual or legal restriction binding on obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its properties. subsidiaries or (cB) any order, injunction, writ or decree of any governmental authority or any arbitral award to which the Borrower or any material portion of its property is subject; or (iii) violate any applicable law in any material respect. No authorization or approval approval, consent, exemption, authorization, or other action by, and no or notice to to, or filing with, any governmental authority or regulatory body any other Person is necessary or required for on the due part of the Borrower or the other Loan Parties in connection with the execution, delivery and or performance by by, or enforcement against the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any the other Loan Document to which it isParties of, this Amendment, other than the filing of any uniform commercial code financing statements or is to become, a party, except for the FERC Authorization, which has been duly obtained, amendments thereto and is in full force and effectany filings required under federal securities laws. (d) This Each of the representations and warranties made by any Loan Party set forth in Article IV of the Loan 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 in any other Loan Document will be, the legal, valid are true and binding obligation correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Occurrence” are true and correct in all respects) on and as of the Borrower enforceable against Third Amendment Effective Date with the Borrower in accordance with its termssame effect as though made on and as of such date, subject, however, except to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights extent such representations and remedies and warranties expressly relate to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)an earlier date. (e) The consolidated financial statements Loan Documents (as such term is modified by this Amendment) constitute First Lien Loan Documents under and are entitled to the benefits 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 BorrowerIntercreditor Agreement. (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 Xxxxxx Xxxxx. (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) 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 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 Term Loans 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, 2020 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, 20242021, June 30, 2021 and September 30, 2021 and for the fiscal quarter quarters ended on such datedates, as set forth in the Borrower’s Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended on such datedates, 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 quarters ended March 31, 20242021, June 30, 2021 and September 30, 2021, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in the Disclosure Documents, since December 31, 20232020, 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 Term Loan 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 CreditTerm Loan, 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 Xxxxxx XxxxxMargin 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 Agent 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 No Default or Event of Default has occurred and is (i) duly organizedcontinuing, validly existing and all of the representations set forth in Article 5 of the Loan Agreement and in good standing under the laws other Loan Documents are true and complete as of the jurisdiction date of its organizationthis Amendment (except any such representation which is as of a specified date, which is accurate and (ii) duly qualified to do business complete 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 otherwisedate), operations or properties. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it isthis Amendment and the agreements, or is to become, a party, instruments and other documents executed in connection herewith (i) are within the Borrower’s 's organizational powerspower, (ii) have been duly authorized by all necessary organizational action or proper actions of or pertaining to Borrower (including the consent of directors, officers or shareholders, as applicable), (iii) are not in contravention of (A) any agreement or indenture to which Borrower is a party or by which Borrower is bound, (B) Borrower's Charter Documents, (C) any provision of law, or (D) any order, writ, judgment, injunction, or decree of any court of competent jurisdiction binding on Borrower or its property and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable do not require the consent or approval of any Governmental Unit or any other Person that has not been obtained and furnished to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its propertiesLender. (c) No authorization or authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Person is required for the due execution, delivery and performance by the Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement) Amendment or any of the agreements, instruments and 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 documents executed in full force and effectconnection herewith. (d) This Amendment, the Loan Agreement as amended hereby, 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, Mortgage constitute the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable their respective terms except as enforceability may be limited by (i) bankruptcy, reorganization, rearrangement, moratorium insolvency or similar laws affecting creditors' rights 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 Xxxxxx Xxxxx. (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 general principles of its ERISA Affiliates has incurred any liability or obligation under the WARN Act, which remains unpaid or unsatisfiedequity. (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 follows, which representations and warranties shall be deemed repeated on each day during the Revolving Period: (a) The Borrower is (i) duly organized, an exempted company incorporated with limited liability validly existing and in good standing under the laws of the jurisdiction of its organizationCayman Islands, and (ii) is duly qualified to do business as a foreign organization business, and is in each good standing, in every jurisdiction in which where the nature of the its business conducted or the property owned, operated or leased by requires it requires such qualification, except where failure to be so qualify would not materially adversely affect its business, condition (financial or otherwise), operations or propertiesqualified. (b) The execution, delivery and performance by the Borrower of each Loan Document the Transaction Documents to which it isis a party and the other documents to be delivered by it hereunder, or is to becomeincluding the Borrower's use of the proceeds of Advances, a party, (i) are within the Borrower’s organizational 's corporate powers, (ii) have been duly authorized by all necessary organizational action and corporate action, (iii) do not contravene (i1) the Borrower’s organizational documents's Memorandum and Articles of Association, (ii2) law any law, rule or regulation applicable to the Borrower or its propertiesBorrower, or (iii3) any contractual or legal restriction binding on or affecting the Borrower or its propertiesproperty or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Borrower or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). Each of the Transaction Documents to which the Borrower is a party has been duly executed and delivered by the Borrower. (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) the Transaction Documents to which it is a party or any other Loan Document document to which it is, or is to become, a partybe delivered thereunder, except for the FERC Authorization, filing of UCC financing statements which has been duly obtained, are referred to herein and is in full force and effecttherein. (d) This Agreement and Each of the other Loan Transaction 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, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, subject to any applicable bankruptcy, reorganization, rearrangementinsolvency, moratorium or other similar laws affecting the rights of creditors generally the enforcement of creditors’ rights and remedies and to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at lawequity). (e) The consolidated financial statements Since its date of the Borrower and its Subsidiaries as of December 31formation, 2023August 11, 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, 20232004, there has been no material adverse change in the business, operations, property, prospects or financial or other condition or operations of the Borrower. (f) Except as set forth in Schedule V or as otherwise disclosed by the Parent in the Disclosure Documentsits publicly available SEC filings, there is no pending or threatened action action, investigation or proceeding affecting the Borrower Borrower, the Parent or any of its their Subsidiaries before any court, governmental agency or arbitrator that which if determined adversely to any of them, could reasonably be expected to have a Material Adverse Effect. There has been no change expected, individually or in any matter disclosed in such filings that could reasonably be expected the aggregate, to result in such a Material Adverse Effect. (g) No event has occurred and proceeds of any Advances will be used to acquire any equity security of a class which is continuing that constitutes an Event registered pursuant to Section 12 of Default or that would constitute an Event the Securities Exchange Act of Default but for the requirement that notice be given or time elapse or both1934. (h) The Borrower is not engaged the legal and beneficial owner of the Transferred Assets and Related Security free and clear of any Adverse Claim. The Program Agent for the benefit of the Investors and the Banks has a valid and perfected first priority security interest in each Transferred Asset now existing or hereafter arising and in the business Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Collateral is on file in any recording office, except those listed in Schedule VI relating to the Credit Agreement and the Indentures, all of extending credit for which the purpose of purchasing or carrying Margin StockBorrower represents relate to security interests that are subject to the Intercreditor Agreement, 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% those filed in favor of the value of Program Agent relating to this Agreement and those filed pursuant to the assets Purchase Agreements. Each Transferred Asset characterized in any Borrower Report or other written statement made by or on behalf of the Borrower and its Subsidiaries subject to as an Eligible Receivable or Eligible Participation Interest, or as included in the restrictions Net Receivables Pool Balance is, as of Section 5.02(athe date of such Borrower Report or other statement (or, if applicable, as of a date certain specified in such report), (c) an Eligible Receivable or (d) will consist of or be represented by Xxxxxx XxxxxEligible Participation Interest, as properly included in the Net Receivables Pool Balance. (i) Each Borrower Report, Interim Report, Daily Report and Determination Date Certificate (if prepared by the Borrower or one of its Affiliates, or to the extent that information contained therein is supplied by the Borrower or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Borrower to the Program Agent, the Investor Agents, the Investors or the Banks in connection with and before or after the date of this Agreement is or will be accurate in all material respects as of its date or (except as other wise disclosed to the Program Agent, the Investor Agents, the Investors or the Banks, as the case may be, at such time) as of the date so furnished (or, if applicable, as of a date certain specified in such report), and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (j) The principal place of business and chief executive office of the Borrower and the office where the Borrower keeps its records concerning the Transferred Assets are located at the address or addresses referred to in Section 5.01(b). (k) The names and addresses of all the Deposit Banks and Account Banks, together with the post office boxes and account numbers of the Lock-Boxes, Deposit Accounts and Governmental Entity Receivables Accounts, as the case may be, of the Borrower at such banks, are as specified in Schedule I hereto, as such Schedule I may be updated from time to time pursuant to Section 5.01(g). The Lock-Boxes, Deposit Accounts and Governmental Entity Receivables Accounts, as the case may be, are the only post office boxes and bank accounts into which Collections of Receivables and Participated Receivables are deposited or remitted. The Borrower has delivered to the Program Agent a fully executed Deposit Account Agreement or Governmental Entity Receivables Agreement with respect to each Deposit Account, Governmental Entity Receivables Account and any associated Lock-Boxes. (l) Each Pool Receivable (or Participated Receivable, as the case may be) (i) is not an “investment company” of a nature that financing such Receivable or Participated Receivable with the proceeds of notes would constitute a company “controlled” by an “investment company” "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) is an obligation representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (jm) Except as could The Borrower is 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, known by and does not reasonably expect to incur, use any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any of its ERISA Affiliates has incurred any liability tradename 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 doing- business-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 achievedname. (n) As The Borrower was incorporated on August 11, 2004 under the name of Cayman Resources (22) Ltd. (registration no. 138722), and the Borrower did not engage in any business activities prior to the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respectsof this Agreement. The Borrower has no Subsidiaries. (oi) The fair value of the property of the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by is greater than the Borrowertotal amount of liabilities, its Subsidiaries and their respective directorsincluding contingent liabilities, 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 (aii) the Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge present fair salable value of the Borrower, any director or agent assets of the Borrower or any Subsidiary is not less than the amount that will act be required to pay all probable liabilities of the Borrower on its debts as they become absolute and matured, (iii) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond the Borrower's abilities to pay such debts and liabilities as they mature and (iv) the Borrower is not engaged in any capacity a business or a transaction, and is not about to engage in connection with a business or benefit from a transaction, for which 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 SanctionsBorrower's property would constitute unreasonably small capital. (p) All payments due from With respect to each Transferred Asset the Borrower (i) shall have received such Transferred Asset as a contribution to the capital of the Borrower by Cayman SPE I, (ii) shall have purchased such Transferred Asset from Cayman SPE I in exchange for payment (made by the Borrower to Cayman SPE I in accordance with the provisions of the Tertiary Purchase Agreement) of cash or any of its ERISA Affiliates (iii) shall have received such Transferred Asset partially as a capital contribution and partially for payment in cash, in each case in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in the preceding sentence shall not have been made for or 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 an antecedent debt owed by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) Cayman SPE I to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBorrower.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower it is (i) duly organized, validly a port authority and a body corporate and politic organized and 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 properties.Ohio; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the State Assistance, and the execution and delivery of the Loan Documents to which it is a party; (c) to the best of its knowledge, it is not in violation of or in conflict with any provisions of the laws of the State that would impair materially its ability to carry out its obligations as set forth in any Loan Document to which it is a party; (d) it has full power and authority to execute, deliver and perform the Loan Documents to which it is a party, to grant security interests under the other Security Documents to which it is a party, 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 the Governing Instruments of the Borrower and do not, and will not, conflict with or result in a default, under any agreement or instrument to which the Borrower 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, subject to bankruptcy, fraudulent conveyance and similar laws affecting creditors’ rights and the application of equitable principles and public policy; (e) no consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor of the Borrower, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents other than the recordation of a UCC Financing Statement, except for consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non-governmental person or entity that have been obtained or made; (f) it has duly authorized the execution, delivery and performance of the Loan Documents to which it is a party and of the transactions contemplated thereunder; (g) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under the Loan Documents to which it is a party by the Borrower of any successor public body; (h) each Loan Document to which it is, or is to become, a party, are within the Borrower’s organizational powers, have party has been duly authorized by all necessary organizational action executed 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 delivered by the Borrower and, assuming the due authorization and execution of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any the applicable Loan Documents by the other parties thereto, all steps necessary to have been taken by the Borrower to constitute each 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 a legal, valid valid, binding and binding enforceable obligation of the Borrower enforceable against the Borrower in accordance with its termsBorrower, subject, however, subject to any applicable bankruptcy, reorganization, rearrangement, moratorium or fraudulent conveyance and similar laws affecting generally the enforcement of creditors’ rights and remedies the application of equitable principles and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).public policy, have been taken; (ei) The consolidated the provision of financial statements assistance pursuant to the Financing Approval Documents and the Loan Documents has induced the Borrower to assist in the Provision of the Project, thereby creating new jobs or preserving existing jobs and employment opportunities and improving the economic welfare of the people of the State; (j) there are no actions, suits or proceedings pending for which Xxxxxxxx has been served notice or process or, to the best of Borrower’s knowledge, threatened in writing against or affecting the Borrower, which, if adversely determined, would individually or in the aggregate materially impair the ability of the Borrower and to perform any of its Subsidiaries as of December 31, 2023, and for obligations under the year ended on such date, as set forth in Loan Documents or adversely affect 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 Borrower; (k) it is not in default under any of the operations of the Borrower and its Subsidiaries for the periods ended on such datesLoan Documents, in accordance with GAAP, subject, or in the case payment of any indebtedness for borrowed money or under any agreement or instrument evidencing any such financial statements for the fiscal quarter ended March 31indebtedness, 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 which by notice, the passage of Default time or that otherwise would constitute an Event any such event of Default but default provided that, no representation is made as to the payment of Borrower indebtedness or any agreement or instrument evidencing any such indebtedness where the source of payment of the indebtedness or performance of the agreement or instrument is payments or performance required to be made to, or for the requirement that notice be given benefit of, the Borrower by an unrelated third party under a financing lease, installment sale agreement or time elapse loan agreement or both.the property financed thereunder or proceeds of property financed by the Borrower under such an arrangement; (hl) The Borrower is not engaged a party in the business of extending credit for the purpose of purchasing interest to any plan defined or carrying Margin Stockregulated under ERISA, 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 are not “plan assets” of any employee benefit plan covered by ERISA or Section 4975 of the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by Xxxxxx Xxxxx.Code; (im) The Borrower is not an a “investment company” or a company “controlled” by an “investment companyforeign person” within the meaning of the Investment Company Act Section 1445 or 7701 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.Code; (ln) 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 determined that the none of the Borrower nor any of its ERISA Affiliates has incurred any liability the officers, directors, principals, employees or obligation under owners of the WARN Act, which remains unpaid or unsatisfied.Borrower are on the list of Specially Designated Nationals and Blocked Persons promulgated by the United States Department of the Treasury and located on the internet at xxxxx://xxxx.xxxxxxxx.xxx/policy-issues/financial- sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists; (mo) The reportsno representation or warranty of the Borrower contained in any of the Loan Documents, and no statement contained in any certificate, schedule, list, financial statements and statement or other written information instrument furnished to the Director by or on behalf of the Borrower to (including, without limitation, 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, Application) contains any untrue statement of a material fact and do not omit and will not omitwhen made, when taken as a whole, or omits to state any a material fact necessary to make the statements therein, contained herein or therein not misleading when made. All representations and warranties made by the Borrower in the light any of the circumstances under which they were or will be madeLoan Documents, not misleading and any statement contained in any material respectcertificate, schedule, list, financial statement or other instrument furnished to the Director by or on behalf of the Borrower (including, without limitation, the Application) are hereby incorporated herein by reference thereto; provided that, with respect as to projections any matters involving the HOFV Complex or the Project, including without limitation, its condition, cost, funding, operation or prospects, or involving the TDD Bonds Beneficiary or the Guarantor and forward looking statementstheir respective condition, financial or otherwise, function, operation, performance or prospects, any representation or warranty made by the Borrower is based exclusively on and qualified by information, representations and warranties made by the TDD Bonds Beneficiary and the Guarantor as to those matters, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time having not 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 any independent investigation; and (p) all proceeds of the Borrower and actual results may vary from State Assistance shall be used for the projections and such variations may be material and, accordingly, payment or reimbursement to the Borrower gives no representation and warranty that such projections and forward looking statements will be achieved. (n) As TDD Bonds Beneficiary of Allowable Costs relating to Provision 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 Project. No part of any such proceeds shall be knowingly paid to ensure compliance or retained 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 partner, member, officer, shareholder, director or employee of the Borrower as a fee, kick- back or consideration of any capacity type. The Borrower has no identity of interest with any supplier, contractor, architect, subcontractor, laborer or materialman performing work or services or supplying materials 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 Provision of the Borrower or such ERISA Affiliate, as applicable, in accordance with GAAPProject. (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 limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationin which it is organized, and (ii) each Significant Subsidiary of the Borrower is duly qualified to do business as a foreign organization organized, validly existing and in each good standing under the laws of the jurisdiction in which the nature of the business conducted it is formed 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 propertiesotherwise organized. (b) The execution, delivery and performance by the Borrower of each Loan Document to which it is, or is to become, become a party, and the consummation of the transactions contemplated hereby, are within the Borrower’s organizational limited liability company powers, have been duly authorized by all necessary organizational action action, and do not contravene (i) the Borrower’s organizational documentscertificate of formation or limited liability company agreement, (ii) law applicable to binding or affecting the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or 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 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 Each 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, and this the Borrower. This Agreement is, and and, upon execution and delivery thereof thereof, each other Loan Document will be, be the 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 enforceability thereof may be limited by bankruptcy, reorganizationinsolvency, rearrangement, moratorium fraudulent conveyance or other similar laws affecting generally the enforcement of creditors’ rights in general, and remedies and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether enforceability such remedy is considered sought in a proceeding in equity or at law)) and subject to requirements of reasonableness, good faith and fair dealing. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is, or is to become, a party other than with respect to the Borrower such Approvals, if any, that have been duly issued and are in full force and effect and not subject to review or appeal. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. (f) The consolidated financial statements balance sheets of the Borrower and its Consolidated Subsidiaries as of at December 31, 20232014 and June 30, 2015 and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the year fiscal periods then ended on such date(accompanied by, as set forth in the Borrower’s Annual Report on Form 10-K case of such financial statements for the fiscal year ended on such dateDecember 31, as filed with the SEC2014, 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 SECan independent registered public accounting firm), copies of each of which have been furnished to each BankLender, fairly present (subject, in the case of such financial statements for the fiscal quarter ended June 30, 2015, to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal 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, 20232014, there has been no material adverse change in the financial condition or operations of Material Adverse Change as to 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 Stockwritten statement, 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 Creditinformation, 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 Xxxxxx Xxxxx. (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 reportsreport, financial statements and other written information statement, exhibit or schedule 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 and the transactions contemplated therebysyndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, when considered in their totality together with the information set forth in the Borrower’s periodic reports filed as contains, or will contain any material misstatement of any date of determination with the SEC under the Securities Exchange Act of 1934fact or intentionally omitted, as amendedomits, do not contain and or 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 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. (h) Except as disclosed in any material respect; provided that, with respect to projections and forward looking statementsthe Disclosure Documents, 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 each Significant Subsidiary of the Borrower is in material compliance with all laws (including ERISA and actual results may vary from the projections Environmental Laws) rules, regulations and such variations may be material and, accordingly, the Borrower gives no representation and warranty that such projections and forward looking statements will be achievedorders of any Governmental Authority applicable to it. (ni) As No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the date delivered, the information included in the Beneficial Ownership Certification, if any, is true and correct in all respects. (oInternal Revenue Code) 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, whether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and does not presently expect to incur, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any of its ERISA Affiliates. The term “Multiemployer Plan” means any Plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any Subsidiary outside of the United States primarily for the benefit of individuals, substantially all of whom are non-residents of the United States.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is Each Credit Party and each of its Subsidiaries (i) is a Person (other than a natural person and with respect to the Borrower only, is a corporation, limited liability company or limited partnership) duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, and (ii) is duly qualified and in good standing (to the extent such concept exists) under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification and (iii) has all requisite corporate, limited liability company, partnership or other organizational power and authority and has all requisite Governmental Authorizations, in each case, to own or lease and operate its properties and to carry on its business as currently conducted; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that the failure 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 businessreasonably be expected to have, condition (financial individually or otherwise)in the aggregate, operations or propertiesa Material Adverse Effect. (b) The execution, delivery and performance by the Borrower each Credit Party of each Loan Credit Document to which it isis a party, or and the consummation of the financing transactions evidenced by each Credit Document to which it is to become, a party, are within the Borrowersuch Credit Party’s corporate, limited liability company, limited partnership or other organizational powers, have been duly authorized by all necessary corporate, limited liability company, limited partnership or other organizational action action, and do not contravene (i) the Borrowercontravene such Credit Party’s organizational charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) law applicable violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which such Person is a party or subject, (iii) conflict with or result in the Borrower breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on any Credit Party, any of its propertiesSubsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Credit Party or any of its Subsidiaries, except with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii) any contractual to the extent that such violation, conflict, breach, default or legal restriction binding on requirement would not reasonably be expected to have, individually or affecting in the Borrower or its propertiesaggregate, a Material Adverse Effect. (c) No authorization or approval or other action byGovernmental Authorization, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body any other third party is required for the due execution, delivery and performance by the Borrower by, or enforcement against, any Credit Party of this Agreement (including obtaining any Extensions of Credit under this Agreement) or any other Loan Document to which it is, is a party or is to become, a partyany extension of credit hereunder, except for (i) with respect to the FERC Authorizationtransfer, which has directly or indirectly, of the Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act, (ii) the Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and is are in full force and effecteffect and (iii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and the each other Loan Documents to which it isCredit Document 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 each Credit Party party thereto. This Agreement is, and upon execution and delivery thereof each other Loan Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower each Credit Party party thereto, enforceable against the Borrower such Credit Party in accordance with its terms, subject, however, terms subject to any applicable bankruptcy, insolvency, reorganization, rearrangement, moratorium or similar other laws affecting generally the enforcement of creditors’ rights generally and remedies and subject to general principles of equity (equity, regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The consolidated Except as set forth in the financial statements referred to in Section 3.01(f), there is no action, suit, investigation, litigation or proceeding affecting any Credit Party or any of its Subsidiaries pending or, to the knowledge of any Credit Party, threatened in writing before any Governmental Authority or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (f) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31at September 30, 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 LLP2017, and the consolidated financial statements related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries as of March 31, 2024, and for the fiscal quarter Fiscal Year then ended on such date(including the related schedules and notes thereto), as set forth in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended on such dateaccompanied by an unqualified opinion of Ernst & Young LLP, 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 applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, subject2017, in and the case related unaudited Consolidated statement of such financial statements income and unaudited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal quarter then ended March 31, 2024, (including the related schedules and notes thereto) fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date (subject to year-normal year end audit adjustments and the absence of detailed footnotes), all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). Except as disclosed in the Disclosure DocumentsSince September 30, since December 312017, 2023no event, there change or condition has been no material adverse change in the financial condition occurred and is continuing that has had, 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 would 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 have, 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[Reserved]. (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% Any of the value reports, financial statements, certificates or other written information, other than forward-looking statements (including any projections) and information of a general economic or general industry nature, made available to the assets Administrative Agent or any Lender by the Borrower or any representative of the Borrower and its Subsidiaries subject in connection with the transactions contemplated hereby on or prior to the restrictions date that was one Business Day prior to the Effective Date, when taken as a whole, together with all information contained in publicly available regular or periodic reports filed by the Borrower with the SEC during the period from September 30, 2017 to and including the date that was one Business Day prior to the Effective Date, is (as of Section 5.02(a)the Effective Date) correct in all material respects and does not (as of the Effective Date) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, (c) or (d) will consist taken as a whole, not materially misleading in light of or be represented by Xxxxxx Xxxxxthe circumstances under which such statements were made. (i) The Borrower No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, U or X of the Board, as in effect from time to time. (j) No Credit Party is, nor is not any Credit Party required to be, registered 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. (jk) Except as could not reasonably be expected to result in a Material Adverse Effect, no (i) No ERISA Termination Event has occurred, occurred or is reasonably expected to occur, 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 Plan 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 limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, formation and (ii) is duly qualified to do business as a foreign organization limited liability company 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, business, 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, this Agreement are within the Borrower’s organizational 's limited liability company powers, have been duly authorized by all necessary organizational limited liability company action and do not contravene (i) the Borrower’s organizational documents's Article of Organization or Operating Agreement, (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 (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 filed or obtained, and is final and 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 subsidiaries as of December 31, 2023, 2006 and for the year ended on such date, as set forth in the Borrower’s '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 subsidiaries as of March 31, 2024, 2007 and for the fiscal quarter quarterly period ended on such date, as date set forth in the Borrower’s '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 (subject, in the case of such statements dated March 31, 2007, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries 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 footnotesgenerally accepted accounting principles consistently applied. Except as disclosed in the Disclosure DocumentsBorrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in the Borrower's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, since December 31, 20232006, 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, 2006 and the Borrower's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitrator that that, if determined adversely, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effectmaterial 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, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and no does not reasonably expect to use the proceeds of any Extension the Borrowings and the Letters of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for margin stock (within the purpose meaning of purchasing or carrying any Margin Stock. After applying Regulation U issued by the proceeds Board of each Extension Governors of Creditthe Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its Subsidiaries subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be is, on the date hereof, represented by Xxxxxx Xxxxxmargin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (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, or is reasonably expected to occur, with respect to any ERISA PlanPlan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. (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 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 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 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 (including, without limitation, the Minnesota PUC Order); 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 is, or is to become, a party, except for (A) the FERC AuthorizationSEC Order and (B) the Minnesota PUC Order, which has been duly obtained, releases and is orders are final and in full force and effecteffect and not subject to appeal, rehearing, review or reconsideration, (ii) with respect to the Borrower’s obtaining any Extension of Credit after each Federal Trigger Date, a Supplemental Order and (iii) in respect of each State Trigger Date, additional Governmental Approvals required to be obtained for the term of this Agreement to extend past such State Trigger Date. (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) Since December 31, 2004, there has been no Material Adverse Change. (f) The audited consolidated financial statements balance sheets of the Borrower and its Subsidiaries as of at December 31, 20232004, and for the year ended on such date, as set forth in related audited consolidated statements of income 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 SEC, accompanied by an opinion of Deloitte & Touche LLPthen ended, and the unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries as of at March 31, 20242005, and the related unaudited consolidated statements of income for the fiscal quarter ended on such date, as set forth in the Borrower’s Quarterly Report on Form 10three-Q for the fiscal quarter ended on such date, as filed with the SECmonth period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the three-month period ended March 31, 2005, to year-end adjustments) 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, all in accordance accordance, in all material respects, 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. (fg) Except as disclosed in the Disclosure DocumentsParent’s Report on Form 10-K for the year ended December 31, 2004 and Report on Form 10-Q for the period ended March 31, 2005, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator arbitrator, that could might reasonably be expected to have constitute a Material Adverse Effect. There has Change, and since December 31, 2004 there have been no change material adverse developments in any matter action or proceeding so disclosed in such filings that could might be reasonably be expected to result in such constitute 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 bothChange. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower. No “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (i) The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is not contesting in good faith by appropriate proceedings an assertion of liability based on such returns and has provided adequate reserves for payment thereof in accordance with GAAP. (j) Neither the Borrower nor any Subsidiary of the Borrower is engaged 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 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 making of each Extension of Credit, not more Margin Stock will constitute less than 25% of the value 25 percent of the assets (as determined by any reasonable method) 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 Xxxxxx Xxxxxon a consolidated basis. (ik) The Borrower is not (i) an “investment company” or a company “controlled” by an “investment company” ”, within the meaning of the Investment Company Act of 1940, as amended. amended or (jii) 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 “holding company” within the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies meaning 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 EffectPUHCA. (l) Except as could not reasonably be expected to result in a Material Adverse Effect, Neither the Borrower or any Affiliate of the Borrower (i) the Borrower has not incurredis a Sanctioned Person, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan and (ii) neither the Borrower nor any has more than 15% of its ERISA Affiliates has incurred assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any liability Advance hereunder will be used directly or obligation under the WARN Actindirectly to fund any operations in, which remains unpaid finance any investments or unsatisfiedactivities in or make any payments to, a Sanctioned Person or a Sanctioned Country. (m) The reports, financial statements and other written information furnished by or on behalf Neither the making of the Borrower to Advances hereunder nor the Administrative Agentuse of the proceeds thereof will violate the PATRIOT Act, any LC Issuing Bank or any Lender pursuant to or in connection the Trading 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 1934Enemy Act, as amended, do not contain and will not contain, when taken as a whole, or 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 foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or will be made, not misleading in any material respect; provided that, with respect to projections enabling legislation or executive order relating thereto. The Borrower 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 its Subsidiaries are in fact achieved will depend upon future events some of which are not within compliance in all material respects with 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 achievedPATRIOT Act. (n) As Each 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 has timely filed all federalmaterial reports, state documents and other Tax returns and reports materials required to be filedfiled by it in order to comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, and have paid is otherwise in compliance with the requirements of all federalapplicable laws, state rules, regulations and other Taxes, assessments, fees orders of any governmental authority in respect of the conduct of its business and other governmental charges levied or imposed upon them or their the ownership and operation of its 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) each case to the extent that the failure to do so could notcomply therewith, individually or in the aggregate, could not reasonably be expected to have constitute a Material Adverse EffectChange.