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 a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Waiver and Eighth Amendatory Agreement and the consummation of the transactions contemplated Credit Agreement as amended hereby and thereby, are within the Borrower’s 's and the Guarantor's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower’s charter or by-laws or laws, and (ii) any law or any contractual restriction binding on or affecting the BorrowerBorrower or the Guarantor. (cb) No consentauthorization, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower or the Guarantor of any Loan Document to which it is a partythis Waiver and Eighth Amendatory Agreement and the Credit Agreement as amended hereby. (dc) This Waiver and Eighth Amendatory Agreement has beenand the Credit Agreement as amended hereby, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the constitute legal, valid and binding obligation obligations of the Borrower and the Guarantor enforceable against the Borrower and the Guarantor in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (fd) There is no pending or threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower Borrower, the Guarantor or any of its Significant Subsidiaries their respective subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than arbitrator, which may materially adversely affect the matters disclosed financial condition or contemplated in operations of the SEC Reports (Borrower, the “Disclosed Litigation”) Guarantor or (ii) any subsidiary thereof or which purports to affect the legality, validity or enforceability of any Loan Document or this Waiver and Eighth Amendatory Agreement and the consummation of the transactions contemplated Credit Agreement as amended hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (ge) The operations execution, delivery and properties performance of this Waiver and Eighth Amendatory Agreement does not conflict with or violate in any manner the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation terms of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, Borrower's Senior Notes (or an “affiliated person” of, the related Senior Indenture) or “promoter” Subordinated Indebtedness or “principal underwriter” for, an “investment company” (within in any manner affect the meaning status of the Investment Company Act of 1940, as amended). (o) Neither Obligations under the Borrower nor any Subsidiary Credit Agreement regarding the subordination provisions of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇Borrower's Subordinated Indebtedness.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement, the Loan Documents Tender Offer Documentation and the Notes, if any, to which it is a partybe delivered by it, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents), (ii) applicable law or (iii) any contractual restriction contract or instrument binding on the Borrower or affecting any of its properties or assets that is material to the BorrowerBorrower and its Subsidiaries, taken as a whole. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document this Agreement, the Tender Offer Documentation or the Notes, if any, to which it is a partybe delivered by it. (d) This Agreement has and the Tender Offer Documentation have been, and each of the Notes Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly executed and delivered by the Borrower. This The Tender Offer Documentation remains in full force and effect. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, each of this Agreement and the Tender Offer Documentation is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their its respective terms, subject to the effect of any applicable (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or similar law affecting creditors rights generallyat law. (e) The Audited Statements Consolidated balance sheet of the BorrowerBorrower and its Subsidiaries as at May 31, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended dated May 31, 2004, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at August 31, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, as filed with the Securities and Exchange Commission on Form 10-Q with respect to its fiscal quarter ended dated August 31, 2004, copies of which have been furnished to each Lender, fairly present, subject, in all material respectsthe case of said balance sheet at August 31, 2004, and said statements of income and cash flows for the three months then ended, to absence of footnotes and to year-end audit adjustments, the Consolidated financial condition, condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Subsidiaries for the periods therein indicatedended on such dates, all in accordance with generally accepted accounting principles GAAP consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsapplied. (f) There is no pending or (to the knowledge of the Borrower) threatened action, suit, investigation, litigation investigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) could be that is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) that purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or the consummation of the transactions contemplated hereby. (g) Since May 31, and 2004, there has been no adverse change in the status or financial effect on not occurred any Material Adverse Effect which is continuing. (h) None of the Borrower or any of its Significant SubsidiariesSubsidiaries is an Investment Company, of the Disclosed Litigation from that disclosed or contemplated as such term is defined in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties Investment Company Act of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits1940, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Planamended. (i) Schedule B (Actuarial Information) to No part of the most recent annual report (Form 5500 Series) for each Plan, copies proceeds of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change any Advances will be used in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of manner that would result in a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System), and no as in effect. (j) The proceeds of any Revolving Credit Advance will the Advances shall 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of Borrower in order to finance the Federal Reserve SystemAcquisition and related costs, fees and expenses, for working capital purposes and other general corporate purposes. (k) constitutes less than twenty-five percent (25%) of the value of those assets No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 3.01(f)(v) and its Subsidiaries subsection 5.01(i) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are subject or will be made, not misleading, except to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse Effect; provided that with respect to any limitation projected financial information, the Borrower represents only that such information has been (or will be) prepared in good faith based on sale assumptions believed to be reasonable at the time. (l) The Borrower is in compliance with all material provisions of ERISA, except to the extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (m) The claims of the Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in relation to bankruptcy, insolvency, liquidation or pledge, or any other restriction hereundersimilar events. (n) Neither The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower nor and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material assessment received by the Borrower or any of its Subsidiaries isSubsidiaries, or after the making except in respect of any Revolving Credit Advance or the application of the proceeds or repayment thereofsuch taxes, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940if any, as amended)are being contested in good faith and by proper proceedings and to which appropriate reserves are being maintained. (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s 's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DECO and MichCon and the Unaudited Statements of the Borrower, DECO and MichCon, copies of each of which have been furnished to each Lender, fairly present, subject in all material respectsthe case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements or Unaudited Statements, as applicable. Since December 31, 20092004, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “"Disclosed Litigation”") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “"expected post retirement benefit obligations” " within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “"investment company”", or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower is exempt from being required to seek approval to perform its obligations under the Borrower nor any Subsidiary Loan Documents pursuant to Rule 2 of the Borrower (i) is a person named on Rules and Regulations promulgated pursuant to the list Public Utility Holding Company Act of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time1935, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personamended. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationorganization. (b) The execution, delivery and performance by the Borrower of this Agreement and the Loan Documents Notes to which be delivered by it is a party(if any), and the consummation of the transactions contemplated hereby and therebyhereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate actionaction on the part of the Borrower, and do not contravene (i) the Borrower’s charter or by-laws bylaws or (ii) law or any material contractual restriction binding on or affecting the Borrower, except, in the case of this clause (ii), where such violations or contraventions would not reasonably be expected to have a Material Adverse Effect. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document this Agreement or the Notes to which be delivered by it is (if any) except (i) those that have been obtained, filed or made or (ii) where the Borrower’s failure to receive, take or make such authorizations, approvals, actions, notices or filings would not reasonably be expected to have a partyMaterial Adverse Effect. (d) This Agreement has been, and each of the Notes to be delivered by it (if any) when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject terms except to the effect of any extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement in sought in equity or similar law affecting creditors rights generallyat law). (ei) The Audited Statements Consolidated balance sheet of the BorrowerBorrower and its Subsidiaries as at January 31, copies of which have been furnished to each Lender2025, fairly present, in all material respects, and the related Consolidated financial condition, results statements of operations and cash flows of the relevant Persons Borrower and entitiesits Subsidiaries for the fiscal year then ended, accompanied by an opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the dates Consolidated results of the operations of the Borrower and its Subsidiaries for the periods therein indicatedended on such date, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. applied. (i) Since December January 31, 20092025, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or or, to the Borrower’s knowledge, threatened in writing, action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting against the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property could reasonably be expected to be subject to any restrictions on ownershipadversely affect the legality, occupancy, use validity or transferability under any Environmental Law that could have a Material Adverse Effectenforceability of the Loan Documents. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (mg) The Borrower is not engaged in the business of extending credit for the purpose of purchasing 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (nh) Neither the The Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, is not required to be registered register as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended. (i) No written information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of this Agreement (other than Projections (as defined below), budgets, estimates and other forward-looking information or information of a general economic or industry nature), when taken together with the Borrower’s filings with the Securities and Exchange Commission, contained when furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not materially misleading. Any projections or pro forma financial information contained in such information, exhibits or reports (the “Projections”) are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agent and the Lenders that such projections and pro forma information are not to be viewed as facts and that actual results during the period or periods covered thereby may differ from the projected or pro forma results (it being understood that forecasts and projections by their nature involve approximations and uncertainties). (oj) Neither The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower nor Borrower, its Subsidiaries and their respective directors, officers, employees and any Subsidiary agent of the Borrower (i) is a person named on or any Subsidiary that acts in any capacity in connection with, or benefits from, the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control credit facility established hereby with Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries, and to the knowledge of the United States Department Borrower, its officers, employees, directors and any agent of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlBorrower or any Subsidiary that acts in any capacity in connection with, or as otherwise published from time to time; benefits from, the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or (ii) is (x) an agency any of the government of a countrytheir respective directors, (y) an organization controlled by a countryofficers or employees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (pk) Neither the The Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇not an Affected Financial Institution.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, . validly existing and in good standing under the laws of the jurisdiction Commonwealth of its incorporationPennsylvania. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, Notes are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter 's Restated Articles of Incorporation or byBy-laws or laws, (ii) applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document this Agreement or the Notes except for the filing of the Securities Certificate with, and the final approval of, and the Order of Registration issued by, the PPUC, which filing has been duly made and which final approval and Order of Registration have been duly obtained; such Order of Registration is in full force and effect and is final; and on and after the date of the initial Borrowing hereunder, the action of the PPUC registering the Securities Certificate shall no longer be subject to which it is a partyappeal. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar law laws affecting creditors the enforcement of creditors' rights generally. (e) The Audited Statements consolidated balance sheet of the BorrowerBorrower and its Subsidiaries as at December 31, 1998, and the related statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1999, and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to each Lender, fairly present, present in all material respectsrespects (subject, in the Consolidated case of such balance sheets and statements of income for the period ended June 30, 1999, to year-end adjustments) the consolidated financial condition, condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Subsidiaries for the periods therein indicatedended on such dates, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31GAAP, 2009and since June 30, 1999, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There Except as disclosed in the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action, suit, investigation, litigation investigation or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could may reasonably be reasonably likely anticipated to have a Material Adverse Effect other than Effect. There is no pending or threatened action or proceeding against the matters disclosed Borrower or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) its Subsidiaries that purports to affect the legality, validity validity, binding effect or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower this Agreement or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectNote. (g) The operations and properties No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Borrower and each Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse EffectExchange Act. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less . Not more than twenty-five percent (25%) % of the value of those the assets of the Borrower and its Principal Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunderis represented by margin stock. (ni) Neither The Borrower (i) is exempt from the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application provisions of the proceeds or repayment Public Utility Holding Company Act of 1935, as amended, other than Section 9(a)(2) thereof, or the consummation of any of the other transactions contemplated herebypursuant to Section 3(a)(2) thereof, will be, required to be registered as and (ii) is not an “"investment company”, " or a company "controlled" by an “affiliated person” of, or “promoter” or “principal underwriter” for, an “"investment company” (" within the meaning of the Investment Company Act of 1940, as amended). (oj) Neither During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower nor or any Subsidiary member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any member of the Controlled Group of any material liability, fine or penalty. (k) The Borrower is reviewing its operations and those of its Subsidiaries with a view to assessing whether its business, or the business of any of its Subsidiaries (i) is will be vulnerable to a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; Year 2000 Problem or (ii) is (x) an agency of will be vulnerable to the government effects of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained Year 2000 Problem suffered by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, Borrower's or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% any of its assets or operating income from investments Subsidiaries' major counterparties, in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary case of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under as described in the Borrower's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. The Borrower represents and warrants that it does not believe that any Anti-Money Laundering Laws, Year 2000 Problem will impair the Borrower's ability to pay principal or (iii) has had any of its funds seized or forfeited interest on the Notes in an action under any Anti-Money Laundering Lawsaccordance with their terms.

Representations and Warranties of the Borrower. The Borrower represents New GP or the New Indemnitors. As an inducement for the Lender to grant the consent herein provided, the New GP and warrants the New Indemnitors represent and warrant to the Lender as follows: (a) Upon the closing of the Interest Transfer, the representations and warranties contained in the Loan Documents shall be true and correct; (b) The Borrower New GP is a corporation duly organizedformed, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the state of Texas, and the New LP is a limited partnership duly formed, validly existing and in good standing under the laws of the jurisdiction State of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.Tennessee; and (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each All financial statements of the Notes when delivered hereunder New Partners and the New Indemnitors heretofore given and hereafter to be given to the Lender are and will have been, duly executed be true and delivered by the Borrower. This Agreement is, and each complete in all respects as of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all prepared in accordance with generally accepted accounting principles consistently applied applied, and fairly represent the financial conditions of the business or persons to which they pertain, and no materially adverse change has occurred in the financial conditions reflected therein since the respective dates thereof. (d) The financial statements of the New Indemnitors furnished to the Lender pursuant to the request for consent to the Interest Transfer reflect in each case a positive net worth as in effect on of the date thereof. The financial condition of such Audited Statements. Since December 31, 2009, there the New Indemnitors has been no Material Adverse Change, except as shall have been disclosed or contemplated not significantly deteriorated from that reflected in the SEC Reportsmost recently provided financial statements. (e) The financial statements of the Borrower (and those of its principals) furnished to the Lender pursuant to the request for consent to the Interest Transfer and the Assumption, reflect in each case a positive net worth as of the date thereof. (f) There is no pending After the Interest Transfer and the Assumption, New GP will cause Borrower to have sufficient working capital, including cash flow from the Mortgaged Property, not only to adequately maintain the Mortgaged Property, but also to pay all of the Borrower’s outstanding debts as they come due. All closing funds are contributed as a capital contribution and are not secured, directly or threatened actionindirectly, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting by an interest in the Borrower or any of its Significant Subsidiaries before other collateral assigned to the Lender. They do not have any court, governmental agency or arbitrator knowledge that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownershiprepresentations, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete warranties and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither certifications made by the Borrower nor any ERISA Affiliate has incurred in paragraph 7 below are not true and correct. The New GP and the New Indemnitors agree that the foregoing representations and warranties shall be binding upon the New GP and the New Indemnitors and that the falsity or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation inaccuracy of any of the other transactions contemplated hereby, will be, required to be registered as foregoing representations and warranties in any material respect shall constitute an “investment company”, or an “affiliated personEvent of Default” of, or “promoter” or “principal underwriter” for, an “investment company” (within pursuant to the meaning Security Instrument and the other Loan Documents that arises after the date of the Investment Company Act of 1940, as amended)this Agreement. (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s 's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated May 12, 2005, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower and the Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in all material respectsthe case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements or Unaudited Statements, as applicable. Since December 31, 20092004, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “"Disclosed Litigation”") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “"expected post retirement benefit obligations” " within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “"investment company”", or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower is a "public utility company" and a "subsidiary company" of DTE Energy, which is a "holding company" as such terms are defined in the 1935 Act, and such "holding company" and the Borrower nor any Subsidiary are currently exempt from the provisions of the Borrower 1935 Act (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇except Section 9 thereof).▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Waiver and Amendatory Agreement and the consummation of the transactions contemplated Credit Agreement as amended hereby and thereby, are within the Borrower’s 's and the Guarantor's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower’s charter or by-laws or laws, and (ii) any law or any contractual restriction binding on or affecting the BorrowerBorrower or the Guarantor. (cb) No consentauthorization, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower or the Guarantor of any Loan Document to which it is a partythis Waiver and Amendatory Agreement and the Credit Agreement as amended hereby. (dc) This Waiver and Amendatory Agreement has beenand the Credit Agreement as amended hereby, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the constitute legal, valid and binding obligation obligations of the Borrower and the Guarantor enforceable against the Borrower and the Guarantor in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (fd) There is no pending or threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower Borrower, the Guarantor or any of its Significant Subsidiaries their respective subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than arbitrator, which may materially adversely affect the matters disclosed financial condition or contemplated in operations of the SEC Reports (Borrower, the “Disclosed Litigation”) Guarantor or (ii) any subsidiary thereof or which purports to affect the legality, validity or enforceability of any Loan Document or this Waiver and Amendatory Agreement and the consummation of the transactions contemplated Credit Agreement as amended hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (ge) The operations execution, delivery and properties performance of this Waiver and Amendatory Agreement does not conflict with or violate in any manner the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation terms of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, Borrower's Senior Notes (or an “affiliated person” of, the related Senior Indenture) or “promoter” Subordinated Indebtedness or “principal underwriter” for, an “investment company” (within in any manner affect the meaning status of the Investment Company Act of 1940, as amended). (o) Neither Obligations under the Borrower nor any Subsidiary Credit Agreement regarding the subordination provisions of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇Borrower's Subordinated Indebtedness.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. 1. The principal qualification of the Borrower shall meet the requirements of relevant laws, administrative regulations and normative documents; 2. The Borrower represents has been fully authorized to sign this Contract and warrants as follows:other relevant documents and has the ability Capable of executing and performing its responsibilities; (a) 3. The Borrower’s execution of this Contract and other relevant documents and performance of its responsibilities herein will not violate or violate any laws, regulations and normative documents, and shall not constitute a violation under this Contract Covenantal act; 4. The Borrower does not currently have any outstanding litigation, arbitration or administrative penalties, or according to the Borrower is a corporation duly organizedaware of any lawsuit, validly existing arbitration or administrative penalty that may be filed against its assets or earnings; 5. The borrower cooperates with the lender in loan payment management, post-loan management and in good standing under related inspections; 6. The financial statements provided by the laws borrower truly reflect the financial position of the jurisdiction of its incorporation.borrower; (b) 7. The execution, delivery application materials in this contract and performance by the Borrower guarantee contract and the relevant borrowers and guarantors. The representations and warranties of the Loan Documents to which it is a partymortgagor, pledgee, collateral and the consummation of the transactions contemplated hereby and therebyproject information are true, are within the Borrower’s corporate powerscomplete, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation accurate, and there are no false, concealed, misleading statements or material omissions. 8. The borrower understands and agrees: When the lender needs to make adjustments to funds, accounts, data, etc. due to system errors, page display errors, improper profits of the Borrower enforceable against borrower, etc., the Borrower in accordance with their respective termsborrower agrees to authorize the lender to make adjustments on its own. Adjust and actively cooperate. 9. The borrower knows and agrees that the lender is not an Internet service provider. When the borrower uses the loan, the relevant funds may not be immediately recorded due to system transmission delays and other reasons. The actual recording time shall be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generallyresults recorded by the lender’s system. 10. The lender reserves the right to suspend or terminate loan disbursements and adjust loan limits (e) The Audited Statements of including but not limited to the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respectstotal size limit that can be disbursed on the day, the Consolidated financial conditionsingle limit, results etc.) based on factors such as borrower qualifications, historical repayment status, interest rate policies, changes in market environment, use of operations funds, etc. The borrower has no objection to the unilateral right to such matters as the loan limit, daily limit and cash flows monthly limit) and the number of loans. 11. Unless there is reliable and definite evidence to the relevant Persons contrary, any legal documents submitted, confirmed or signed by the borrower in the form of electronic data and entitiesdocuments, as at vouchers, records and other related materials generated, produced or retained by the dates and for lender’s designated channels (including but not (limited to the periods therein indicatedterm, amount, interest rate, repayment method, etc. of each loan), all in accordance with generally accepted accounting principles consistently applied as in effect on constitute conclusive evidence that effectively proves the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in rights and obligations between the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting parties to the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated herebycontract, and there the borrower has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely objection to have a Material Adverse Effectthis. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and each Significant Subsidiary is duly organized, validly existing and in good standing under the laws of its incorporationthe jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by the Borrower of the each Loan Documents to which it is a partyDocument, and the consummation of the transactions contemplated hereby and therebyhereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter certificate of incorporation or by-laws or laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the BorrowerBorrower or any of its properties. (c) Each Loan Document has been duly executed and delivered by the Borrower. Each Loan Document is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (d) No consent, authorization or approval Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party party, or otherwise specified pursuant to any Applicable Law, is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has beenDocument, except for the authorization of the Federal Energy Regulatory Commission and the Kentucky Public Service Commission, each of the Notes when delivered hereunder will have been, which authorization has been duly executed obtained and delivered by the Borrower. This Agreement is, is in full force and each effect as of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generallydate hereof. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be is reasonably likely to have a Material Adverse Effect, except as may be disclosed in the Disclosure Documents. (f) The consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014, and the related consolidated statements of income, changes in shareholder’s equity and comprehensive income (loss) and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended, accompanied by (in the case of such financial statements for the fiscal year ended December 31, 2013) an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 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 periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2013, there has been no Material Adverse Change. (g) The operations and properties No written statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (h) Except as may be disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable to it. (i) 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 Significant Subsidiaries comply Internal Revenue Code) that could 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 Environmental Laws 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 Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations established or costsmaintained, except as disclosed or contemplated in to which contributions are or have been made or should be made according to the SEC Reportsterms of the plan, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against by the Borrower or any of the Significant Subsidiaries 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 of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownershipSubsidiary which, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Serviceapplicable local foreign law, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, funded through a trust or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)other funding vehicle. (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws law of the jurisdiction State of its incorporationDelaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Loan Documents Notes to which it is a partybe delivered by it, and the consummation of the transactions contemplated hereby and therebyhereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) and will not contravene, or cause or constitute a violation of, any provision of law or regulation or any provision of the Borrower’s charter or by-laws or (ii) law result in the breach of, or constitute a default or require any contractual restriction binding on consent under, or affecting result in the Borrowercreation of any lien, charge or encumbrance upon any of the properties, revenues, or assets of the Borrower pursuant to, any indenture or other material agreement or instrument to which the Borrower is a party or by which the Borrower or its property may be bound or affected. (c) No authorization, consent, authorization or approval (including any exchange control approval), license or other action by, and no notice to or filing or registration with, any Governmental Authority governmental authority, administrative agency or regulatory body or any other third party (including any creditor) is required for the due execution, delivery and performance by the Borrower of any Loan Document this Agreement or the Notes to which it is a partybe delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective termsterms (subject, subject as to the effect enforcement of any remedies, to applicable bankruptcy, insolvency, reorganization, moratorium or and similar law laws affecting creditors rights generally). (e) The Audited Statements Consolidated balance sheet of the BorrowerBorrower and its Subsidiaries as at December 31, copies 2003, and the related Consolidated statements of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations income and cash flows of the relevant Persons Borrower and entitiesits Subsidiaries for the fiscal year then ended (together with the notes to the financial statements of the Borrower and its Consolidated Subsidiaries), accompanied by an opinion of Ernst & Young LLP, independent public accountants, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the dates Consolidated results of the operations of the Borrower and its Subsidiaries for the periods therein indicatedended on such date, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31, 20092003, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsotherwise publicly disclosed. (f) There is no pending or or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or the consummation of the transactions contemplated hereby, and there has been no material adverse change in the status status, or financial effect on the Borrower or any of on the Borrower and its Significant SubsidiariesSubsidiaries taken as a whole, of the Disclosed Litigation from that disclosed or contemplated described in the SEC Reports that could be reasonably likely to have a Material Adverse EffectExchange Act Disclosure. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not are engaged in the business of extending credit for the purpose of purchasing 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 Revolving 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; and after applying . Following application of the proceeds of each Revolving Credit Advance hereunderAdvance, not more than 25 percent of the value of the assets (either of the Borrower or of the Borrower and its relevant Subsidiaries on a Consolidated basis) subject to any of the covenants contained in Article V will be margin stock (within the meaning of Regulation U issued by U). (h) The Borrower is not, and immediately after the Board of Governors application of the Federal Reserve Systemproceeds of each Borrowing, will not be, (i) constitutes less an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, or (ii) a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended. (i) Neither this Agreement nor any other document delivered by or on behalf of the Borrower or any of its Affiliates in connection with this Agreement or included therein contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) The Borrower and each of its Subsidiaries and ERISA Affiliates have met their minimum funding requirements under ERISA with respect to their Plans in all material respects and have not incurred liability to the PBGC in an amount in excess of $100,000,000, individually or in aggregate, other than twenty-five percent for the payment of premiums, in connection with such Plans. (25%k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan and no condition or event currently exists or currently is expected to occur that could result in any ERISA Event. (l) The Schedules B (Actuarial Information) to the most recent annual reports (Form 5500 Series) with respect to each Plan, copies of which have been filed with the Internal Revenue Service (and which will be furnished to any Lender through the Agent upon the request of such Lender through the Agent to the Borrower), are complete and accurate in all material respects and fairly present in all material respects the funding status of such Plans at such date. (m) No amendment with respect to which security is required under Section 401(a)(29) of the value Code or Section 307 of those assets of the Borrower and its Subsidiaries which are subject ERISA has been made or is reasonably expected to be made to any limitation on sale or pledge, or Plan. The aggregate Underfunding with respect to all Plans which have any other restriction hereunderUnderfunding does not exceed $100,000,000. (n) Neither the Borrower nor any of its Subsidiaries isor ERISA Affiliates has incurred or reasonably expects to incur any Withdrawal Liability to any Multiemployer Plan in an amount in excess of $100,000,000, individually or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)in aggregate. (o) Neither the Borrower nor any Subsidiary of its Subsidiaries or ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA. No Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in a reorganization or termination which might reasonably be expected to result in a liability of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% any of its assets Subsidiaries or operating income from investments ERISA Affiliates in an amount in excess of $100,000,000, individually or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personin aggregate. (p) Neither the Borrower nor No default under any Subsidiary agreement or instrument evidencing any Indebtedness of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized Subsidiaries has occurred and is continuing, and no such event will occur upon the occurrence of the Effective Date, other than any such default which could not be reasonably expected to have a Materially Adverse Effect. (q) The operations and properties of the Borrower and its Subsidiaries taken as a whole comply in all material respects with all applicable Environmental Laws, all necessary Environmental Permits have been applied for or forfeited have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, and the Borrower and its Subsidiaries are in compliance in all material respects with all such Environmental Permits other than, in any such case, where any such failure could not be reasonably expected to have a Material Adverse Effect. Except as described in the Exchange Act Disclosure, no circumstances exist that would be reasonably likely to form the basis of an action under Environmental Action against the Borrower or any Anti-Money Laundering Lawsof its Subsidiaries or any of their properties that could have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof and as of the Disbursement Date as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The executionBorrower is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been furnished to the Investors and remain in full force and effect with no defaults outstanding thereunder. (c) The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. (d) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary for the conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powersits Obligations, have been duly authorized by all necessary corporate action, obtained and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowerare in full force and effect. (ce) No consentEach Financing Document has been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of constitutes the Notes when delivered hereunder will be, the legal, valid and legally binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generally. , and (eii) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, applicable equitable principles (whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding at the dates and for the periods therein indicated, all law or in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsequity). (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower Event of Default (or any other default or event of its Significant Subsidiaries before default, however described) has occurred (or after the initial Disbursement Date is continuing) under any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectFinancing Documents. (g) The operations and properties Neither the entering into any of the Borrower and each Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the Significant Subsidiaries comply in all material respects with all terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, rule or regulation applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectits assets. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in or the business subject of extending credit for any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors knowledge of the Federal Reserve System)Borrower, threatened before any court or arbitrator or before or by any Government Authority against the Borrower, and no proceeds the Borrower is not aware of any Revolving Credit Advance will be used facts likely to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject give rise to any limitation on sale or pledge, or any other restriction hereundersuch proceedings. (ni) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the The Borrower (i) is a person named on the list capable of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlpaying its debts as they fall due, or is not unable and has not admitted its inability to pay debts as otherwise published from time to time; or they fall due, (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, not bankrupt or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC insolvent and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or operating income from investments in or transactions with any such countryrevenues. (j) No Lien exists on Borrower’s property, agency, organization or person. Neither the Borrower nor any Subsidiary except for Permitted Liens. (k) The obligation of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments topayment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such country, agency, organization, or personpayment. (pl) Neither No uncured “Event of Default,” as such term is defined in the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority forComerica Loan Agreement, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.exists that constitutes a Material Adverse Effect..

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092018, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated June 5, 2019, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092019, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (ji) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanPlan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower nor 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 of the Borrower (i) is a person named on or, to the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control knowledge of the United States Department Borrower or such Subsidiary, any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a countryemployees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. (q) The Borrower is not an Affected Financial Institution. (r) As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto the Lender: a. the representations and warranties contained in the Loan Agreement (aas amended hereby) The Borrower is and the other Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a corporation duly organized, validly existing particular date and in good standing (ii) with respect to the Shine Writ of Attachment and the Shine Lawsuit; and (iii) for such changes as are a result of any act or omission specifically permitted under the laws Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender; b. on the Fourth Amendment Effective Date (as hereinafter defined), after giving effect to this Fourth Amendment and that certain correspondence dated March 20, 2003 from Lender to Borrowers with respect to a Waiver under Loan and Security Agreement, no Unmatured Event of Default or Event of Default will have occurred and be continuing; c. the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have this Fourth Amendment has been duly authorized by all necessary corporate actionaction on the part of, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the this Fourth Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar law laws affecting creditors creditors' rights generally.generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and (e) The Audited Statements d. the execution, delivery and performance of the Borrower, copies of which have been furnished to each Lender, fairly present, this Fourth Amendment does not conflict with or result in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting a breach by the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document term of any material contract, loan agreement, indenture or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status other agreement or financial effect on instrument to which the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have is a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred party or is reasonably expected to occur with respect to any Plansubject. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsfollows to the Lender and acknowledges and confirms that the Lender is relying upon such representations and warranties in granting the Loan hereunder: (a) The each of the Borrower and Guarantor is a corporation duly organized, validly existing incorporated and in good standing organized and is a valid and subsisting corporation under the laws of the its jurisdiction of incorporation, with the corporate power and capacity to own or lease its incorporation.property and assets and carry on its business as currently conducted; (b) The each of the Borrower and Guarantor has all necessary corporate power and authority to enter into the Transaction Documents to be entered into by it and to do all such acts and things as are required hereunder and thereunder to be done, observed or performed, in accordance with their respective terms; (c) each of the Borrower and Guarantor has taken all necessary corporate action to authorize the creation, execution, delivery and performance by the Borrower of the Loan Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized be entered into by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party.it; (d) This this Agreement has beenconstitutes and, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will bedelivered, the legal, Security will constitute valid and legally binding obligation obligations of the Borrower enforceable against the Borrower it in accordance with their respective terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law statutes affecting creditors the enforcement of creditors’ rights generallygenerally and by general principles of equity. (e) The Audited Statements when executed and delivered, the Guarantee will constitute valid and legally binding obligations of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all Guarantor enforceable against it in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Changeits terms, except as shall have been disclosed to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or contemplated in similar statutes affecting the SEC Reportsenforcement of creditors’ rights generally and by general principles of equity. (f) There is no pending all acts, conditions and things on its part required to be done prior to the execution and delivery of this Agreement in order to make all of the obligations expressed to be incurred by it legal, valid, binding and enforceable have been done in compliance with all applicable laws and regulations prior to the execution and delivery hereof; (g) neither the borrowing of money by the Borrower, the execution and delivery by the Borrower and Guarantor of the Transaction Documents to which they are a party nor compliance with the terms and conditions hereof or threatened actionthereof: (i) will result in a violation of any applicable law, suitrule, investigationregulation, litigation order, judgment, injunction, award or proceedingdecree to which the Borrower or the Guarantor may be subject; (ii) will result in a breach of any of the covenants under, includingor constitute, with or without limitationthe giving of notice or lapse of time or both, a default under, any Environmental Actionloan agreement, affecting indenture, trust deed or any other agreement or instrument to which the Borrower or the Guarantor is a party or by which it is bound; (iii) will result in a breach or violation of or constitute a default under the articles of incorporation or the by-laws of the Borrower or the Guarantor; or (iv) requires the consent or approval of any other person, firm or corporation; (h) there are no actions, suits, investigations, assessments or re-assessments, arbitration or other proceedings pending or, to the knowledge of the Borrower or any of its Significant Subsidiaries directors and officers threatened against or affecting the Borrower or the Guarantor or their respective undertakings, properties or assets, at law, in equity or before any court, tribunal or other competent governmental agency or arbitrator that authority, domestic or foreign, and there is not presently outstanding against the Borrower or the Guarantor any judgment, execution, taxing assessment or re-assessment, decree, injunction, rule, order or award of any court, governmental department, administrator or administrative agency, domestic or foreign; (i) could be reasonably likely to have a Material Adverse Effect other than neither the matters disclosed or contemplated in Borrower nor the SEC Reports (Guarantor has made any assignment for the “Disclosed Litigation”) or (ii) purports to affect benefit of creditors nor has any receiving order been made against it under the legality, validity or enforceability provisions of any Loan Document applicable bankruptcy legislation, nor has any petition for such an order been served upon it nor are there any proceedings in effect against it under the provisions of any winding-up, restructuring or creditors arrangement legislation; (j) all written factual information heretofore or contemporaneously furnished to the consummation of the transactions contemplated hereby, and there has been no adverse change in the status Lender by or financial effect on with respect to the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated Guarantor in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations connection with this Agreement is true and properties of the Borrower and each of the Significant Subsidiaries comply accurate in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower is not aware of any omission of any material fact which renders such factual information incomplete or misleading in any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect.material way; (hk) No ERISA Event has occurred or neither the Borrower nor the Guarantor is reasonably expected to occur with respect to any Plan.in breach of: (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Planany order, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred approval or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.mandatory requirement or (l) Except no Event of Default (as set forth in defined herein) has occurred and no event with the financial statements referred to in subsection (e) abovepassage of time or the giving of notice, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning or both, has occurred which would become an Event of Statement of Financial Accounting Standards No. 106.Default; and (m) The except as set out in Schedule “C”, the Borrower is not engaged the legal and beneficial owner of a 100% undivided interest in the business Equipment and such Equipment free and clear of extending credit for all claims, restrictions, liens, mortgages, charges, security interests, encumbrances, options, rights of pre- emption or first refusal, equity, power of sale, hypothecation, other third party rights, agreements, obligations, adverse claims, royalties, profit interests or other payments in the purpose nature of purchasing a rent 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledgeroyalty, or any other restriction hereunderinterests of whatsoever nature or kind, recorded or unrecorded. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092019, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (ji) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanPlan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower nor 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 of the Borrower (i) is a person named on or, to the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control knowledge of the United States Department Borrower or such Subsidiary, any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a countryemployees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. (q) The Borrower is not an Affected Financial Institution. (r) As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, Notes are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s 's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a partythis Agreement or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when executed and delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to except as the effect of same may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors creditors' rights generally, or by general principles of equity. (e) The Audited Statements consolidated balance sheet of the BorrowerBorrower and its Consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income, cash flow and retained earnings of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., independent public accountants, copies of which have been furnished to each LenderBank, fairly present, in all material respects, present the consolidated financial condition of the Borrower and its Consolidated financial condition, Subsidiaries as at such date and the consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied (except for mandated changes in accounting disclosed in such financial statements). Except as disclosed to each of the Banks in effect on writing prior to the date of such Audited Statements. Since hereof, since December 31, 2009, 1996 there has been no Material Adverse Change, except as shall have been disclosed or contemplated ; PROVIDED that the representation made in the SEC Reportslast sentence of this Section 4.01(e) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an extension of the Termination Date pursuant to Section 2.16(a). (f) There is no pending or (to the knowledge of the Borrower) threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be is reasonably likely to have a Material Adverse Effect, other than as disclosed on Schedule 4.01(f) (the "DISCLOSED LITIGATION"), and there has been no change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) which is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or Guaranty; PROVIDED that the consummation representation made in clause (i) of this Section 4.01(f) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an extension of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on Termination Date pursuant to Section 2.16(a). (g) None of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance will be used in such manner as to purchase or carry cause any margin stock or Lender to extend credit to others for be in violation of such Regulation U. (h) The Borrower and each Subsidiary are in compliance in all material respects with the purpose requirements of purchasing or carrying all applicable laws, rules, regulations and orders of any margin stock; and after applying governmental authority, non-compliance with which would have a Material Adverse Effect. (i) In the proceeds ordinary course of each Revolving Credit Advance hereunderits business, margin stock the Borrower conducts reviews (within the meaning which reviews are in varying stages of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%implementation) of the value effect of those assets Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs. On the basis of these reviews, the Borrower has reasonably concluded that Environmental Laws are subject unlikely to any limitation on sale or pledge, or any other restriction hereunderhave a Material Adverse Effect. (nj) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that is reasonably likely to result in a Material Adverse Effect. (k) The most recently filed Schedule B (Actuarial Information) annual report (Form 5500 Series) for each Plan was complete and accurate and fairly presented the funding status of such Plan as of the date of such Schedule B, and since the date of such Schedule B, there has been no change in such funding status which is reasonably likely to have a Material Adverse Effect. (l) Neither the Borrower nor any of its Subsidiaries isERISA Affiliates has incurred, or after is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan which is reasonably likely to have a Material Adverse Effect. (m) Neither the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of Borrower nor any of its ERISA Affiliates has been notified by the other transactions contemplated herebysponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, will bewithin the meaning of Title IV of ERISA, which in either case would be reasonably likely to have a Material Adverse Effect, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, which in either case would be reasonably likely to have a Material Adverse Effect. (n) Except as set forth in the financial statements described in Section 4.01(e) or delivered pursuant to Section 5.01(e), the Borrower and its Subsidiaries have no material liability with respect to "expected postretirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (o) The Borrower and each Subsidiary have filed all material tax returns (federal, state and local) required to be registered as filed and paid all taxes shown thereon to be due, including interest and penalties other than those not yet delinquent and except for those contested in good faith, or provided adequate reserves for payment thereof. (p) The Borrower is not an “"investment company”", or a company "controlled" by an “affiliated person” of, or “promoter” or “principal underwriter” for, an “"investment company” (", within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The In order to induce the Bank to enter into this Agreement and to make the Term Loan, the Borrower hereby represents and warrants the following to the Bank as followsof the Agreement Date: (a) The Borrower (i) has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware and (ii) has the requisite corporate power and authority to execute and deliver this Agreement and the Term Loan Note, to perform its incorporationobligations hereunder and thereunder and to own its properties and conduct its business as currently owned and conducted. (b) The executionBorrower is not in violation of its by-laws or certificate of incorporation or in default in the performance or observance of any material obligation, delivery and performance by agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement or lease to which the Borrower is a party or by which it may be bound. The execution and delivery of this Agreement and the Term Loan Note and the incurrence of the Loan Documents to which it is a party, obligations and the consummation of the transactions herein and therein contemplated hereby and therebywill not conflict with, are within or constitute a breach of or default under, the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter certificate of incorporation or by-laws or (ii) law of the Borrower or any material contractual restriction binding on restriction, instrument, indenture, mortgage, agreement or affecting lease to which the BorrowerBorrower is a party or by which it may be bound, or any law, administrative rule or regulation or court decree. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has beenbeen duly authorized, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvencyinsolvency or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles. (d) The Term Loan Note has been duly authorized for execution and delivery as contemplated by this Agreement and, reorganizationwhen executed and delivered, moratorium will constitute a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar law laws relating to or affecting creditors generally the enforcement of creditors’ rights generallyor by general equitable principles. (e) The Audited Statements No consent, approval, authorization, order, registration or qualification of or with any court, any regulatory authority or other governmental agency or body is required for the execution or delivery of this Agreement or the Term Loan Note by the Borrower or for the consummation of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, other transactions contemplated by this Agreement or the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC ReportsTerm Loan Note. (f) There is are no legal or governmental proceedings pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting to which the Borrower is a party or to which any property of its Significant Subsidiaries before any courtthe Borrower is subject, governmental agency or arbitrator that (i) could be reasonably likely to other than litigation which in each case will not have a Material Materially Adverse Effect other than on the matters disclosed Borrower, and, to the best of the Borrower’s knowledge after due inquiry, no such proceedings are threatened or contemplated in the SEC Reports (the “Disclosed Litigation”) by governmental authorities or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effectothers. (g) The operations Borrower has filed or caused to be filed all Tax returns due on or before the Agreement Date which are required to be filed and properties has paid all Taxes shown to be due and payable on such returns or on any assessments made against them (other than those being contested in good faith) and, to the best of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental PermitsBorrower’s knowledge after due inquiry, all past non-compliance with such Environmental Laws and Environmental Permits has no Tax Liens have been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, filed and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur claims are being asserted with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of such Taxes which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth are not reflected in the financial statements referred to in subsection (eSection 12(c) abovehereof, which, if adversely determined, would, in the Borrower and its Subsidiaries aggregate, have no material liability with respect to “expected post retirement benefit obligations” within a Materially Adverse Effect on the meaning value of Statement of Financial Accounting Standards No. 106the total enterprise represented by the Borrower. (mh) No fact or circumstance, to the best of the Borrower’s knowledge after due inquiry, either alone or in conjunction with all other such facts and circumstances, has had or might in the future have (so far as the Borrower can foresee) a Materially Adverse Effect on the Borrower, this Agreement or the Term Loan Note. (i) The Borrower is not engaged in the business of extending credit for the purpose of purchasing 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (oj) Neither The Borrower is currently in compliance with all Applicable Laws (including, without limitation, ERISA and Environmental Laws), the Borrower nor any Subsidiary of the Borrower (i) is non-compliance with which would have a person named Materially Adverse Effect on the list of “Specially Designated Nationals” Borrower, this Agreement or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personTerm Loan Note. (pk) Neither the Borrower nor any Subsidiary Parent owns, directly or indirectly, 55% of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including issued and outstanding common stock of the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Borrower.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of its incorporationthis Third Amendment. (b) The execution, delivery and performance by the Borrower of this Third Amendment and the Loan Documents Documents, as amended hereby, to which it is or is to be a party, and the consummation of the transactions contemplated hereby and thereby, party are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower’s 's charter or by-laws or laws, (ii) law Applicable Law or any contractual restriction binding on or affecting the Borrower, except to the extent a breach of such contractual restriction would not have a Material Adverse Effect. (c) No consentauthorization, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Third Amendment or any of the Loan Document Documents, as amended hereby, to which it is or is to be a party. (d) This Agreement has been, Third Amendment and each of the Notes when delivered hereunder will have beenother Loan Documents, duly executed and delivered by as amended hereby, to which the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the Borrower is a party constitute legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights generallyin general and the availability of equitable remedies. (e) The Audited Statements representations and warranties made by the Borrower pursuant to Article VI of the BorrowerCredit Agreement, copies of which have been furnished to each Lender, fairly present, in all material respects, are true and correct with the Consolidated financial condition, results of operations same effect as if made on and cash flows as of the relevant Persons date hereof, except for any representation and entitieswarranty made as of an earlier date, which such representation and warranty shall remain true and correct as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsearlier date. (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting Event of Default shall have occurred and be continuing under the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect Credit Agreement on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, date hereof except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding statusextent remedied by this Third Amendment. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsIn order to induce the other parties to enter into this Amendment: (a) The Borrower is a corporation duly organized, validly existing hereby represents and in good standing under warrants to the laws Administrative Agent and the Lenders as follows as of the jurisdiction of its incorporation.Amendment Effective Date: (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) This Amendment and the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consentCredit Agreement, authorization or approval or other action byas amended hereby, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the constitute legal, valid and binding obligation obligations of the Borrower and are enforceable against the Borrower in accordance with their respective terms, subject to the effect of any terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar law affecting creditors laws relating to or limiting creditors’ rights generallygenerally and subject to general principles of equity. (eii) The Audited Statements After giving effect to the terms of this Amendment, (i) no Termination Event or Incipient Termination Event has occurred and is continuing and (ii) the Borrower, copies representations and warranties of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated Transaction Party set forth in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legalityCredit Agreement, validity or enforceability of any Loan Document or the consummation of the transactions contemplated as amended hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations other Transaction Document are true and properties of the Borrower and each of the Significant Subsidiaries comply correct in all material respects with all applicable Environmental Laws on and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costsas of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as disclosed of such earlier date. (b) The Servicer and each Originator hereby represents and warrants to YRCW as follows as of the Amendment Effective Date: i. This Amendment and the Sale Agreement, as amended hereby, constitute legal, valid and binding obligations of such party and are enforceable against such party in accordance with their terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or contemplated in other similar laws relating to or limiting creditors’ rights generally and subject to general principles of equity. ii. After giving effect to the SEC Reportsterms of this Amendment, and no circumstances exist that could be reasonably likely to (i) form the basis no Servicer Event of an Environmental Action against the Borrower Default or any Potential Servicer Event of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or Default has occurred and is continuing and (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete representations and accurate and fairly presents the funding status warranties of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as party set forth in the financial statements referred to Sale Agreement, as amended hereby, are true and correct in subsection (e) above, the Borrower all material respects on and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors as of the Federal Reserve System)date hereof, and no proceeds of any Revolving Credit Advance will be used except to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with extent any such countryrepresentation or warranty is stated to relate solely to an earlier date, agency, organization in which case such representation or person. Neither the Borrower nor any Subsidiary warranty shall have been true and correct in all material respects on and as of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personearlier date. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Issuer that, as follows:of the date of execution of this Agreement and as of the date of delivery of the Bonds to the initial purchasers thereof (such representations and warranties to remain operative and in full force and effect regardless of the issuance of the Bonds or any investigations by or on behalf of the Issuer or the results thereof): (a) The That it has full legal right, power and authority (i) to enter into this Agreement, the Note, the Deed of Trust, the Collateral Assignment, the Depository Agreement, the Security Agreement, the Tax Certificate and the Consent Agreement (collectively, the “Borrower Loan Documents”), (ii) to agree to be bound by the terms of the Indenture, (iii) to perform its obligations under the Borrower Loan Documents, and (iv) to consummate the transactions contemplated by the Borrower Loan Documents. (b) That it is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporation and is qualified to conduct business in the jurisdiction State of its incorporation. (b) Texas. The executionBorrower has, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary proper corporate action, duly authorized the execution and do not contravene (i) delivery of the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting Borrower Loan Documents and the Borrowerperformance of its obligations thereunder. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This That this Agreement has been, and each of the Notes when delivered hereunder will have been, been duly executed and delivered by the Borrower. This Agreement is, it and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any applicable except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar law laws or judicial decisions affecting the rights of creditors generally and by judicial discretion in the exercise of equitable remedies. Upon the execution and delivery hereof and thereof, each of the Borrower Loan Documents will constitute a valid and binding obligation of the Borrower, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting creditors’ rights generallygenerally and by judicial discretion in the exercise of equitable remedies. (d) The execution and delivery of the Borrower Loan Documents and the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby do not and will not conflict with, or constitute a breach or result in a violation of, the organizational documents of the Borrower, will not violate any law, regulation, rule or ordinance or any material order, judgment or decree of any federal, state or local court and (with due notice or the passage of time, or both), do not conflict with, or constitute a breach of, or a default under, or result in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any material document, instrument or commitment to which it is a party or by which it or any of its property is bound. (e) The Audited Statements Borrower has leasehold title to the Project Site and title to the Project sufficient to carry out the purposes of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports.this Agreement (f) There That neither it nor any of its business or properties, nor any relationship between it or any other person, nor any circumstances in connection with the execution, delivery and performance by it of the Borrower Loan Documents or the offer, issue, sale or delivery by the Issuer of the Bonds, is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Borrower other than those already obtained. (g) That it has not been served with and, to its knowledge there is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower inquiry or any of its Significant Subsidiaries investigation by or before any court, governmental agency or arbitrator that public board or body pending or threatened against the Borrower which (i) could be reasonably likely affects or seeks to have a Material Adverse Effect other than prohibit, restrain or enjoin the matters disclosed issuance, sale or contemplated in delivery of the SEC Reports (Bonds or the “Disclosed Litigation”) lending of the proceeds of the Bonds to the Borrower or the execution and delivery of the Borrower Loan Documents, (ii) purports to affect affects or questions the legality, validity or enforceability of any the Borrower Loan Document Documents, (iii) questions the power or authority of the consummation of Borrower to carry out the transactions contemplated herebyby, and there has been no adverse change in the status or financial effect on to perform its obligations under the Borrower Loan Documents or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties powers of the Borrower and each of to own, acquire, equip or operate the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental PermitsProject, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (iiiv) cause any such property which, if adversely determined, would materially impair its right to carry on business substantially as now conducted or as now contemplated to be subject to any restrictions on ownershipconducted, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectwould materially adversely affect its financial condition. (h) No ERISA Event has occurred That it is not in default under any document, instrument or commitment to which it is reasonably expected a party or to occur with respect which it or any of its property is subject which default would or could affect its ability to any Plancarry out its obligations under the Borrower Loan Documents. (i) Schedule B (Actuarial Information) That any certificate signed by the Authorized Representative of the Borrower and delivered pursuant to the most recent annual report (Form 5500 Series) for each Plan, copies Borrower Loan Documents or the Indenture shall be deemed a representation and warranty by it to the Issuer and the Trustee of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding statusstatements made therein. (j) Neither The information contained in the Borrower nor Official Statement relating to the Bonds (other than the information contained under the headings “The Issuer,” “The Bonds—Book Entry Only System,” and “Litigation” (to the extent such information does not relate to the Borrower) and the information about DTC or its book-entry only procedures, as to all of which no representation is made) is true and correct in all material respects as of the date of the Official Statement and as of the Issuance Date of the Bonds, and such information as of such dates did not and does not contain any ERISA Affiliate has incurred untrue statement of a material fact or is reasonably expected omit to incur any Withdrawal Liability state a material fact necessary to any Multiemployer Planmake the statements made therein, in light of the circumstances under which they were made, not misleading. (k) Neither That the Costs of the Project are as set forth in the Tax Certificate and have been determined in accordance with sound engineering/construction and accounting principles. All the information provided and representations made by the Borrower nor any ERISA Affiliate has been notified by in the sponsor Tax Certificate are true and correct as of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISAdate thereof. (l) Except as That the Project consists and will consist of those facilities described in Exhibit A hereto and it shall not make any changes to the Project or to the operation thereof that would adversely affect the qualification of the Project under the Act or adversely affect the Tax-exempt status of the interest on the Bonds. In particular, it shall comply with all requirements set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106Tax Certificate. (m) The Borrower is not engaged That to its knowledge, no director, member, officer or other official of the Issuer has any material financial interest in the business of extending credit for Borrower or the purpose of purchasing 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunderProject. (n) Neither That all certificates, approvals, permits and authorizations with respect to the Borrower nor any construction of its Subsidiaries isthe Project of applicable local governmental agencies, the State and the federal government have been obtained, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereofif not yet obtained, or the consummation of any of the other transactions contemplated hereby, will be, required are expected to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)obtained in due course. (o) Neither That no event has occurred and no condition exists which would constitute an Event of Default or Loan Default Event which, with the Borrower nor any Subsidiary passing of time or with the Borrower (i) is a person named on the list giving of “Specially Designated Nationals” notice or “Blocked Persons” maintained by The Office both, would become such an Event of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, Default or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personLoan Default Event. (p) Neither That it has no present intention of disposing of or abandoning the Borrower Project nor any Subsidiary of directing the Project to a use other than the purposes represented to the Division. (q) That, by virtue of the Borrower Project being financed under the Act, it has not and will not maintain that it is entitled to an exemption from State sales or use taxes on personal property acquired in connection with the Project. (ir) That the Project is under investigation by not in violation of any Governmental Authority forfederal, state or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇local environmental laws.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and therebyhereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a partythis Agreement. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, been duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject except to the effect of extent that such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generallygenerally from time to time in effect and may be subject to the discretion of courts with respect to the granting of equitable remedies and to the power of courts to stay proceedings for the execution of judgments. (e) The Audited Statements Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2010, and the related Consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of the Borrower’s auditors thereon, copies of which have been furnished to each Lenderthe Administrative Agent, fairly present, in all material respects, present the Consolidated financial condition, condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles GAAP consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31, 20092010, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant Subsidiaries Subsidiaries, including any Environmental Action, pending or, to the best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or arbitrator that (i) could be is reasonably likely to be determined adversely, and if determined adversely, would have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect adversely the legality, validity or enforceability of any Loan Document this Agreement or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant its Subsidiaries comply in all material respects with all applicable Environmental Laws laws, rules, regulations and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costsorders, except as disclosed where the failure to comply could not reasonably be expected to have, individually or contemplated in the SEC Reportsaggregate, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) Neither the Borrower nor any of its Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) The Borrower and each of its Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed or, in the case of income taxes, required to be filed and where the failure to do so would cause the imposition of a penalty or interest, and in each case have paid all taxes shown thereon to be due, together with applicable interest and penalties other than taxes that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (iii) Schedule B SB (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue ServiceService and furnished to the Lender Parties to the extent required under Section 5.01(h)(vi)(C), is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B SB there has been no material adverse change in such funding status. (jiii) Neither the Borrower any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (kiv) Neither the Borrower any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (lv) Except as set forth in With respect to each scheme or arrangement mandated by a government other than the financial statements referred to in subsection United States (ea “Foreign Government Scheme or Arrangement”) above, the Borrower and its Subsidiaries have no material liability with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a “expected post retirement benefit obligations” within Foreign Plan”): (A) Any employer and employee contributions required by law or by the meaning terms of Statement of Financial Accounting Standards No. 106any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices. (mB) The Borrower fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is not engaged in the business of extending credit sufficient to procure or provide for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors accrued benefit obligations, as of the Federal Reserve System)date hereof, with respect to all current and no proceeds of any Revolving Credit Advance will be former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to purchase or carry any margin stock or to extend credit to others account for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereundersuch obligations in accordance with applicable GAAP. (nC) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, Each Foreign Plan required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) registered and has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited maintained in an action under any Anti-Money Laundering Lawsgood standing with applicable regulatory authorities.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DECO and MichCon, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092010, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/offices/resource-center/enforcementsanctions/ofacSDN-List/sdnPages/index.htmldefault.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/resource-center/sanctions/index.htmlSDN-List/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s 's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower and the Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in all material respectsthe case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31June 30, 20092004, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “"Disclosed Litigation”") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, hereby and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “"expected post retirement benefit obligations” " within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “"investment company”", or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower is a "public utility company" and a "subsidiary company" of MichCon Holdings, Inc., which is a "holding company" and a "subsidiary company" of Enterprises, which is a "holding company" and "subsidiary company" of DTE Energy, which is a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), and such "holding companies" and the Borrower nor any Subsidiary are currently exempt from the provisions of the Borrower 1935 Act (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇except Section 9 thereof).▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Issuer that, as follows:of the date of execution of this Agreement and as of the date of delivery of the Bonds to the initial purchasers thereof (such representations and warranties to remain operative and in full force and effect regardless of the issuance of the Bonds or any investigations by or on behalf of the Issuer or the results thereof): (a) The Borrower has full legal right, power and authority under the laws of the United States and under the laws of the State (i) to enter into the Loan Documents, (ii) to agree to be bound by the terms of the Indenture, (iii) to perform its obligations hereunder and under the Loan Documents, and (iv) to consummate the transactions contemplated by the Loan Documents. (b) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware. The Borrower has by proper corporate action duly authorized the execution and delivery of the Loan Documents and the performance of its incorporationobligations thereunder. (bc) This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally and by judicial discretion in the exercise of equitable remedies. Upon the execution and delivery hereof and thereof, each of the Loan Documents will constitute a valid and binding obligation of the Borrower, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting creditors’ rights generally and by judicial discretion in the exercise of equitable remedies. (d) The execution and delivery of the Loan Documents and the performance by the Borrower of its obligations thereunder and the consummation of the transactions contemplated thereby do not and will not conflict with, or constitute a breach or result in a violation of, the articles of incorporation or bylaws of the Borrower, will not violate any law, regulation, rule or ordinance or any material order, judgment or decree of any federal, state or local court and (with due notice or the passage of time, or both), do not conflict with, or constitute a breach of, or a default under, or result in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any material document, instrument or commitment to which the Borrower is a party or by which the Borrower or any of its property is bound. (e) Neither the Borrower nor any of its business or properties, nor any relationship between the Borrower or any other person, nor any circumstances in connection with the execution, delivery and performance by the Borrower of the Loan Documents to which it is a partyor the offer, and issue, sale or delivery by the consummation Issuer of the transactions contemplated hereby and thereby, are within Bonds is such as to require the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action byauthorization of, and no notice to or filing the filing, registration or qualification with, any Governmental Authority or regulatory body or any other third party is required for governmental authority on the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation part of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsother than those already obtained. (f) There Except as disclosed in the public filings of the Guarantor under the 1934 Act, the Borrower has not been served with and, to the knowledge of the Borrower, there is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower inquiry or any of its Significant Subsidiaries investigation by or before any court, governmental agency or arbitrator that public board or body pending or threatened directly against the Borrower which (i) could be reasonably likely affects or seeks to have a Material Adverse Effect other than prohibit, restrain or enjoin the matters disclosed issuance, sale or contemplated in delivery of the SEC Reports (Bonds or the “Disclosed Litigation”) lending of the proceeds of the Bonds to the Borrower or the execution and delivery of the Loan Documents, (ii) purports to affect affects or questions the legality, validity or enforceability of any the Loan Document Documents, (iii) questions the power or authority of the consummation of Borrower to carry out the transactions contemplated herebyby, and there has been no adverse change in or to perform its obligations under the status Loan Documents or financial effect on the powers of the Borrower to own, acquire, equip or any of operate the Project, or (iv) which, if adversely determined, would materially impair its Significant Subsidiariesright to carry on business substantially as now conducted or as now contemplated to be conducted, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effectwould materially adversely affect its financial condition. (g) The operations and properties To the best of its knowledge, the Borrower is not in default under any document, instrument or commitment to which the Borrower is a party or to which it or any of its property is subject which default would or could affect the ability of the Borrower and each of to carry out its obligations under the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse EffectLoan Documents. (h) No ERISA Event has occurred Any certificate signed by an Authorized Representative of the Borrower and delivered pursuant to the Loan Documents or is reasonably expected the Indenture shall be deemed a representation and warranty by the Borrower to occur with respect to any Planthe Issuer and the Trustee of the statements made therein. (i) Schedule B (Actuarial Information) The information contained in the Official Statement which pertains to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with Borrower and the Internal Revenue Service, Project is complete true and accurate correct and fairly presents accurately summarizes the funding status of matters encompassed thereby to the extent such Plan, and since the date of such Schedule B there has been no material adverse change in such funding statusmatters are described therein. (j) Neither The Costs of the Project are as set forth in the Tax Agreement and have been determined in accordance with sound engineering/construction and accounting principles. All the information provided and representations made by the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Planin the Tax Agreement are true and correct as of the date thereof. (k) Neither The Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exemption from federal income taxation of the interest on the Bonds. In particular, the Borrower nor any ERISA Affiliate has been notified by shall comply with all requirements set forth in the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISATax Agreement. (l) Except as set forth The Project consists and will consist of those Facilities described in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106.Exhibit A. (m) The Borrower is not engaged in To the business best of extending credit for its knowledge, all certificates, approvals, permits and authorizations with respect to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors construction of the Federal Reserve System)Project of applicable local governmental agencies, the State and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledgefederal government have been obtained, or any other restriction hereunderif not yet obtained, are expected to be obtained in due course. (n) Neither To the Borrower nor any best of its Subsidiaries isknowledge, no event has occurred and no condition exists which would constitute an Event of Default or after Loan Default Event or which, with the making passing of any Revolving Credit Advance time or with the application giving of the proceeds notice or repayment thereofboth, would become an Event of Default or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)Loan Default Event. (o) Neither The Project will be located wholly within the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personState. (p) Neither The Borrower has no present intention of disposing of or abandoning any Facility nor of directing any Facility to a use other than the Borrower nor any Subsidiary purposes represented to the Division. (q) That, by virtue of the Borrower (i) Project being financed under the Act, it has not and will not maintain that it is under investigation by any Governmental Authority for, entitled to an exemption from State sales or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including use taxes on personal property acquired in connection with the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Project.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof and as of each Disbursement Date as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The executionBorrower is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been furnished to the Lenders and remain in full force and effect with no defaults outstanding thereunder. (c) The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. (d) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary for the conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powersits Obligations, have been duly authorized by all necessary corporate action, obtained and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowerare in full force and effect. (ce) No consentEach Financing Document has been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of constitutes the Notes when delivered hereunder will be, the legal, valid and legally binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generally. , and (eii) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, applicable equitable principles (whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding at the dates and for the periods therein indicated, all law or in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsequity). (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower Event of Default (or any other default or event of its Significant Subsidiaries before default, however described) has occurred (or after the initial Disbursement Date is continuing) under any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectFinancing Documents. (g) The operations and properties Neither the entering into any of the Borrower and each Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the Significant Subsidiaries comply in all material respects with all terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, rule or regulation applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectits assets. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in or the business subject of extending credit for any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors knowledge of the Federal Reserve System)Borrower, threatened before any court or arbitrator or before or by any Government Authority against the Borrower, and no proceeds the Borrower is not aware of any Revolving Credit Advance will be used facts likely to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject give rise to any limitation on sale or pledge, or any other restriction hereundersuch proceedings. (ni) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the The Borrower (i) is a person named on the list capable of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlpaying its debts as they fall due, or is not unable and has not admitted its inability to pay debts as otherwise published from time to time; or they fall due, (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, not bankrupt or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC insolvent and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or operating income from investments in or transactions with any such countryrevenues. (j) No Lien exists on Borrower’s property, agency, organization or person. Neither the Borrower nor any Subsidiary except for Permitted Liens. (k) The obligation of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments topayment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such country, agency, organization, or personpayment. (pl) Neither No uncured “Event of Default” (as such term is defined in the Borrower nor any Subsidiary of the Borrower (iComerica Loan Agreement) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇exists that constitutes a Material Adverse Effect.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The execution, delivery and performance by the Borrower of this Amendment, the Credit Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, thereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and or performance by the Borrower of any Loan Document to which it is a partythis Amendment or the Credit Agreement. (d) This Agreement Amendment has been, and each of the Notes when delivered hereunder will have been, been duly executed and delivered by the Borrower. This Amendment and the Credit Agreement is, and each of the Notes when delivered hereunder will be, are the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject except to the effect of extent that such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generallygenerally from time to time in effect and may be subject to the discretion of courts with respect to the granting of equitable remedies and to the power of courts to stay proceedings for the execution of judgments. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant Subsidiaries Subsidiaries, including any Environmental Action, pending or, to the best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or arbitrator that (i) could be is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated herebybe determined adversely, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiariesif determined adversely, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could would have a Material Adverse Effect or (ii) cause any such property purports to be subject to any restrictions on ownershipaffect adversely the legality, occupancyvalidity or enforceability of this Amendment, use the Credit Agreement or transferability under any Environmental Law that could have a Material Adverse Effectthe consummation of the transactions contemplated hereby and thereby. (hf) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each PlanSince December 31, copies of which have been filed with the Internal Revenue Service2014, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding statusMaterial Adverse Change. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The execution, execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Loan Documents to which it is a party, Credit Agreement (as amended hereby) and the consummation of the transactions contemplated hereby and thereby, thereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or by laws, (ii) law or (iii) any material contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, execution and delivery by the Borrower of this Amendment and performance by the Borrower of the Credit Agreement (as amended hereby), except to the extent that any Loan Document to which it such authorization, approval, action, notice or filing has been completed or is a partyimmaterial. (d) This Agreement Amendment has been, and each of the Notes when delivered hereunder will have been, been duly executed and delivered by the Borrower. This Amendment and the Credit Agreement is, and each of the Notes when delivered hereunder will be, (as amended hereby) are the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or similar law affecting creditors rights generallyat law. (e) The Audited Statements There is no pending or, to the knowledge of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could would reasonably be reasonably likely expected to have a Material Adverse Effect (other than the matters as disclosed or contemplated in the SEC Reports (Borrower’s filings with the “Disclosed Litigation”Securities and Exchange Commission, including on forms ▇▇-▇, ▇▇-▇, ▇-▇, and DEF 14A filed prior to the Effective Date) or (ii) purports to affect the legality, validity or enforceability of any Loan Document this this Amendment, the Credit Agreement (as amended hereby) or the consummation of the transactions contemplated hereby, hereby and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effectthereby. (gf) The operations and properties Consolidated balance sheet of the Borrower and each its Subsidiaries as at December 31, 2014, and the related Consolidated statements of income and cash flows of the Significant Borrower and its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permitsfor the fiscal year then ended, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costsaccompanied by an opinion of PricewaterhouseCoopers LLP, except as disclosed or contemplated in the SEC Reportsindependent public accountants, and no circumstances exist that could be reasonably likely to (i) form the basis Consolidated balance sheet of an Environmental Action against the Borrower or any and its Subsidiaries as at March 31, 2015, and the related Consolidated statements of income and cash flows of the Significant Borrower and its Subsidiaries or any for the three months then ended, duly certified by the chief financial officer of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each PlanBorrower, copies of which have been filed with furnished or made available to each Lender, fairly present, in all material respects, subject, in the Internal Revenue Servicecase of said balance sheet as at March 31, is complete and accurate and fairly presents the funding status of such Plan2015, and since said statements of income and cash flows for the date three months then ended, to year-end audit adjustments and the absence of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) abovefootnotes, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets Consolidated financial condition of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither as at such dates and the Consolidated results of the operations of the Borrower nor any of and its Subsidiaries isfor the periods ended on such dates, or after all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2014, there has been no Material Adverse Change (other than as disclosed in the making of any Revolving Credit Advance or Borrower’s filings with the application of Securities and Exchange Commission, including on forms ▇▇-▇, ▇▇-▇, ▇-▇, and DEF 14A filed prior to the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amendedEffective Date). (og) Neither the Borrower nor any Subsidiary of the Borrower representations and warranties contained in Section 4.01(g), (h), (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control and (j) of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to timeCredit Agreement, as amended hereby, are correct in all material respects (except to the extent such program may representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or persontrue and correct). (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followswarrants: (a) The Borrower is a corporation an Illinois limited partnership, duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of Illinois, and has full legal right, power and authority to own the Borrower's properties and conduct the Borrower's business. The Borrower has full legal right, power and authority to execute and deliver this Agreement, the Notes, the Mortgage, the Loan Agreement, the Reimbursement Agreement and the Remarketing Agreement, to authorize the distribution and use of the Preliminary Official Statement and the Official Statement, to provide for the operation and management of the Project, and to take any and all such action as may be required on its incorporationpart to carry out, give effect to and consummate the transactions contemplated by this Agreement, the Loan Agreement, the Remarketing Agreement and the Reimbursement Agreement. (b) The executionBorrower has duly authorized, delivery executed and performance by delivered this Agreement, and on the Closing Date will have duly authorized, executed and delivered the Notes, the Loan Agreement, the Mortgage, the Remarketing Agreement and the Reimbursement Agreement, and has taken or will take all such action as may be required on the part of the Borrower to carry out, give effect to and consummate the transactions contemplated by each of the Loan Documents to which it is a partysuch documents. This Agreement constitutes, and the consummation of Notes, the transactions contemplated hereby Mortgage, the Loan Agreement, the Remarketing Agreement and therebythe Reimbursement Agreement, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement isdelivered, and each of the Notes when delivered hereunder will be, the constitute legal, valid and binding obligation obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, subject except that enforceability may be limited by laws relating to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar law laws affecting the rights of creditors rights generallyor by equitable principles which may affect the availability of specific performance or other equitable remedies. (ec) The Audited Statements Neither the execution and delivery of this Agreement, the Notes, the Loan Agreement, the Mortgage, the Remarketing Agreement or the Reimbursement Agreement, nor the consummation of the Borrowertransactions contemplated therein or the compliance with the provisions thereof, copies will conflict with, or constitute on the part of which have been furnished to each Lenderthe Borrower a violation of, fairly present, in all material respectsor a breach of or default under, the Consolidated financial conditionBorrower's Agreement of Limited Partnership or any material indenture, results mortgage, commitment, note or other agreement or instrument to which the Borrower is a party or by which the Borrower is bound, or any order, rule or regulation of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed any court or contemplated in the SEC Reports. (f) There is no pending governmental agency or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting body having jurisdiction over the Borrower or any of its Significant Subsidiaries before any courtactivities or properties. All consents, approvals, authorizations and orders of governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than regulatory authorities which are required for the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legalityBorrower's execution and delivery of, validity or enforceability of any Loan Document or the consummation of the transactions contemplated herebyby and compliance with the provisions of this Agreement, the Notes, the Mortgage, the Loan Agreement, the Remarketing Agreement and the Reimbursement Agreement have been obtained. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of the knowledge of the Borrower, threatened, against the Borrower, or the actions taken or contemplated to be taken by the Borrower, nor, to the best of the knowledge of the Borrower, is there has been no adverse change any basis therefor, which reasonably would be expected to materially adversely affect the business, financial condition or operations of the Borrower, or the transactions contemplated by, or the validity or enforceability of, this Agreement, the Notes, the Mortgage, the Loan Agreement, the Remarketing Agreement or the Reimbursement Agreement, or which would in any way jeopardize the tax-exempt status or financial effect of the interest on the Series 1996 A Bonds. (e) No event has occurred and no condition exists which, upon issuance of the Series 1996 Bonds, would constitute (or with the giving of notice or lapse of time, or both, would constitute) an Event of Default under the Loan Agreement or the Reimbursement Agreement. (f) The Borrower is not in violation of any provisions of, or in default under, its Agreement of Limited Partnership or any statute, indenture, mortgage, commitment, note or other agreement or instrument to which it is a party or by which it is bound, or any order, rule, regulation or decision of any court or governmental agency or body having jurisdiction over it or any of its Significant Subsidiariesactivities or properties, of the Disclosed Litigation from that disclosed which violation would materially and adversely affect its business or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effectfinancial condition. (g) The operations Borrower hereby ratifies and properties authorizes the distribution and use of the Preliminary Official Statement and the Official Statement. The information contained in the Preliminary Official Statement and the Official Statement (except for the information and statements under the captions "THE ISSUER" and "UNDERWRITING" and in Appendix B and Appendix D thereto, as to which the Borrower makes no representations) was or will be, as of their respective dates, and each as of the Significant Subsidiaries comply Closing Date will be, true, correct and complete in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reportsrespects, and no circumstances exist that could be reasonably likely the Preliminary Official Statement and the Official Statement do not and will not contain any untrue or misleading statement of a material fact or omit to (i) form state any material fact necessary to make the basis of an Environmental Action against the Borrower or any statements therein, in light of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownershipcircumstances under which they are made, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectnot misleading. (h) No ERISA Event has occurred The Borrower will furnish such information, execute such instruments, and cooperate with the Underwriter as the Underwriter may reasonably request in order for the Underwriter (i) to qualify the Series 1996 Bonds, or is reasonably expected perfect an exemption from registration, for offer and sale of the Series 1996 Bonds under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) to occur with respect determine the eligibility of the Series 1996 Bonds for investment under the laws of such states and other jurisdictions, and the Borrower will use its best effort to any Plancontinue such exemption or qualification in effect so long as required for distribution of the Series 1996 Bonds. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor Any certificate signed by any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets officer of the Borrower and its Subsidiaries which are subject delivered to any limitation on sale the Issuer, Co-Bond Counsel, the original purchasers of the Series 1996 Bonds, the Underwriter or pledge, the Bank at or any other restriction hereunder. (n) Neither before the Closing Date shall be deemed a representation and warranty by the Borrower nor any of its Subsidiaries isto the Issuer, or after Co-Bond Counsel, the making of any Revolving Credit Advance or the application original purchasers of the proceeds or repayment thereofSeries 1996 Bonds, or the consummation of any Underwriter and the Bank as to the truth of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)statements therein contained. (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, Notes are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) applicable law or any material contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a partythis Agreement or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when executed and delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to except as the effect of same may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors creditors’ rights generally, or by general principles of equity. (e) The Audited Statements consolidated balance sheet of the BorrowerBorrower and its Consolidated Subsidiaries as at December 31, 2017 and the related consolidated statements of income, cash flow and retained earnings of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by a report of PricewaterhouseCoopers LLP, independent registered public accounting firm, copies of which have been furnished to each LenderBank, fairly present, in all material respects, present the consolidated financial condition of the Borrower and its Consolidated financial condition, Subsidiaries as at such date and the consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied (except for mandated changes in accounting disclosed in such financial statements). Except as set forth in effect on the SEC Reports or otherwise disclosed to each of the Banks in writing prior to the date of such Audited Statements. Since hereof, since December 31, 2009, 2017 there has been no Material Adverse Change, except as shall have been disclosed or contemplated ; provided that the representation made in the SEC Reportslast sentence of this Section 4.01(e) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an increase of the Commitments pursuant to Section 2.14(a) or an extension of the Termination Date pursuant to Section 2.15(a). (f) There is no pending or (to the knowledge of the Borrower) threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be is reasonably likely to have a Material Adverse Effect, other than as disclosed in the SEC Reports or on Schedule 4.01(f) (the “Disclosed Litigation”), and there has been no change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in the SEC Reports or on Schedule 4.01(f) which is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or Guaranty; provided that the consummation representation made in clause (i) of this Section 4.01(f) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an extension of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on Termination Date pursuant to Section 2.15(a). (g) None of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance will be used in such manner as to purchase or carry cause any margin stock or Lender to extend credit to others for be in violation of such Regulation U (h) The Borrower and each Subsidiary are in compliance in all material respects with the purpose requirements of purchasing or carrying all applicable laws, rules, regulations and orders of any margin stock; and after applying governmental authority, non-compliance with which would have a Material Adverse Effect. (i) In the proceeds ordinary course of each Revolving Credit Advance hereunderits business, margin stock the Borrower conducts reviews (within the meaning which reviews are in varying stages of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%implementation) of the value effect of those assets Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs. On the basis of these reviews, the Borrower has reasonably concluded that Environmental Laws are subject unlikely to any limitation on sale or pledge, or any other restriction hereunderhave a Material Adverse Effect. (nj) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that is reasonably likely to result in a Material Adverse Effect. (k) The most recently filed Schedule SB (Actuarial Information) annual report (Form 5500 Series) for each Plan was complete and accurate in all material respects and fairly presented the funding status of such Plan as of the date of such Schedule SB, and since the date of such Schedule SB, there has been no change in such funding status which is reasonably likely to have a Material Adverse Effect. (l) Neither the Borrower nor any of its Subsidiaries isERISA Affiliates has incurred, or after is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan which is reasonably likely to have a Material Adverse Effect. (m) Neither the making Borrower nor any of any Revolving Credit Advance its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization, insolvent or has been terminated, within the application meaning of Title IV of ERISA, or has been determined to be in “endangered” or “critical” status within the meaning of Section 432 of the proceeds Code or repayment thereofSection 305 of ERISA, which in any case would be reasonably likely to have a Material Adverse Effect, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, or to be in endangered or critical status, which in any case would be reasonably likely to have a Material Adverse Effect. (n) Except as set forth in the consummation financial statements described in Section 4.01(e) or delivered pursuant to Section 5.01(e), the Borrower and its Subsidiaries have no material liability with respect to “expected postretirement benefit obligations” within the meaning of any Statement of the other transactions contemplated herebyFinancial Accounting Standards No. 106. (o) The Borrower and each Subsidiary have filed all material tax returns (Federal, will be, state and local) required to be registered as filed and paid all taxes shown thereon to be due, including interest and penalties other than those not yet delinquent and except for those contested in good faith, or provided adequate reserves for payment thereof. (p) The Borrower is not an “investment company”, or an a company “affiliated personcontrolled” of, or “promoter” or “principal underwriter” for, by an “investment company” (”, within the meaning of the Investment Company Act of 1940, as amended). (oq) 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 and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers and employees, are in compliance with Anti-Corruption Laws, except to the extent the failure to do so would not have a Material Adverse Effect, and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees or any 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 is intended to be used for the purpose of violating any Anti-Corruption Law or in violation of applicable Sanctions. (r) Neither the Borrower nor any Borrowing Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personEEA Financial Institution. (ps) Neither the Borrower nor any Subsidiary Each Beneficial Ownership Certification delivered in connection with this Agreement is, as of the Borrower (i) date such document is under investigation by any Governmental Authority fordelivered, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇true and correct in all respects.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation voluntary association organized under a Declaration of Trust, and each of its Principal Subsidiaries is a corporation, in each case duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has the requisite corporate power (or in the case of the Borrower, power under its Declaration of Trust) and authority to own its property and assets and to carry on its business as now conducted and is qualified to do business in every jurisdiction where, because of the nature of its business or property, such qualification is required, except where the failure so to qualify would not have a material adverse effect on the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Principal Subsidiaries taken as a whole. The Borrower has the requisite power to execute, deliver and perform its obligations under the Loan Documents and to borrow hereunder. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and by the consummation of the transactions contemplated hereby and thereby, Borrower are within the Borrower’s corporate powers's powers under its Declaration or Trust, have been duly authorized by all necessary corporate actionaction under its Declaration of Trust and applicable law, and do not and will not contravene (i) the Borrower’s charter 's Declaration of Trust or by-laws any law or legal restriction or (ii) law or any contractual restriction binding on or affecting the BorrowerBorrower or its properties or its Principal Subsidiaries or their respective properties. (c) No consentExcept as disclosed in the Disclosure Documents, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body none of the Borrower or any other third party of its Principal Subsidiaries is required for in violation of any law or in default with respect to any judgment, writ, injunction, decree, rule or regulation (including any of the due executionforegoing relating to environmental laws and regulations) of any court or governmental agency or instrumentality where such violation or default would reasonably be expected to have a material adverse effect on the financial condition, delivery and performance by properties, prospects or operations of the Borrower or of any Loan Document to which it is the Borrower and its Principal Subsidiaries, taken as a partywhole. (d) This Agreement has beenAll Governmental Approvals referred to in clause (i) of the definition of "Governmental Approvals" have been duly obtained or made and are in full force and effect, and all applicable periods of time for review, rehearing or appeal with respect thereto have expired. The Borrower and each Subsidiary thereof has obtained or made all Governmental Approvals referred to in clause (ii) of the Notes definition of "Governmental Approvals", except (A) those that are not yet required but that are obtainable in the ordinary course of business as and when delivered hereunder will have beenrequired, duly executed (B) those the absence of which would not materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and delivered by the Borrower. This Agreement isits Principal Subsidiaries, taken as a whole, and (C) those that the Borrower or any such Subsidiary, as the case may be, is diligently attempting in good faith to obtain, renew or extend, or the requirement for which the Borrower or any such Subsidiary, as the case may be, is contesting in good faith by appropriate proceedings or by other appropriate means, in each case described in the foregoing clause (C), except as is disclosed in the Disclosure Documents, such attempt or contest, and any delay resulting therefrom, is not reasonably expected to have a material adverse effect on the financial condition, properties, prospects or operations of the Notes when delivered hereunder will beBorrower or of the Borrower and its Principal Subsidiaries, taken as a whole, or to magnify to any significant degree any such material adverse effect that would reasonably be expected to result from the absence of such Governmental Approval. (e) The Loan Documents are legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, ; subject to the effect qualification, however, that the enforcement of any applicable bankruptcy, insolvency, reorganization, moratorium 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 considered in a proceeding in equity or similar law affecting creditors rights generallyat law). (ef) The Audited Statements of the BorrowerFinancial Statements, copies of which have been furnished provided to the Administrative Agent, the Fronting Bank and each Lenderof the Lenders, fairly present, present in all material respects, respects the Consolidated consolidated financial condition, condition and results of operations and cash flows of the relevant Persons Borrower and entities, as each of its Principal Subsidiaries at the dates and for the periods therein indicatedperiod ended on the dates thereof, all and have been prepared in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31June 30, 20092003, there has been no Material Adverse Changematerial adverse change in the consolidated financial condition, operations, properties or prospects of the Borrower or of the Borrower and its Principal Subsidiaries, taken as a whole, except as shall have been disclosed or contemplated in the SEC ReportsDisclosure Documents. (fg) There is no pending or known threatened action, suitlitigation, investigation, litigation action or proceeding, proceeding (including, without limitation, any Environmental Action, action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower Borrower, any Principal Subsidiary thereof or any of its Significant Subsidiaries their respective properties, before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed that affects or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would materially adversely affect the consummation financial condition, properties, prospects or results of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on operations of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each its Principal Subsidiaries, taken as a whole, except, for purposes of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or this clause (ii) cause any only, such property to be subject to any restrictions on ownership, occupancy, use as is described in the Disclosure Documents or transferability under any Environmental Law that could have a Material Adverse Effectin Schedule II hereto. (h) No ERISA Plan Termination Event has occurred or nor is reasonably expected to occur with respect to any Plan. (i) ERISA Plan that would materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Principal Subsidiaries, taken as a whole, except as disclosed to the Lenders and consented to by the Majority Lenders in writing. Since the date of the most recent Schedule B (Actuarial Information) to the most recent annual report of each such ERISA Plan (Form 5500 Series) for each Plan), copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in the funding status of the ERISA Plans referred to therein, and no "prohibited transaction" (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended, and in ERISA) has occurred with respect thereto that, singly or in the aggregate with all other "prohibited transactions" and after giving effect to all likely consequences thereof, would be reasonably expected to have a material adverse effect on the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Principal Subsidiaries, taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to and consented by the Majority Lenders in writing. (i) The Borrower and each Principal Subsidiary thereof has good and marketable title (or, in the case of personal property, valid title) or valid leasehold interests in its assets, except for (i) minor defects in title that do not materially interfere with the ability of the Borrower or such funding statusPrincipal Subsidiary to conduct its business as now conducted and (ii) other defects that, either individually or in the aggregate, do not materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Principal Subsidiaries, taken as a whole. All such assets and properties are free and clear of any Lien, other than Liens permitted under Section 7.02(a) hereof. No Liens exist on the stock of CL&P, WMECO, PSNH, or Yankee. (j) All outstanding shares of capital stock having ordinary voting power for the election of directors of each Principal Subsidiary have been validly issued and are fully paid and nonassessable and are owned beneficially by NU, free and clear of any Lien. NU is a "holding company" (as defined in the Public Utility Holding Company Act of 1935, as amended). (k) The Borrower and each of its Principal 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 Principal 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. (l) No exhibit, schedule, report or other written information provided by or on behalf of the Borrower or its agents to the Administrative Agent, the Fronting Bank or the Lenders in connection with the negotiation, execution and closing of the Loan Documents (including, without limitation, the Financial Statements and the Information Memorandum (but excluding the projections contained in the Information Memorandum)) knowingly contained when made any material misstatement of fact or knowingly omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made. Except as has been disclosed to the Administrative Agent, the Fronting Bank and each Lender, the projections delivered concurrently with the Information Memorandum were prepared in good faith on the basis of assumptions reasonable as of the date of the Information Memorandum, it being understood that such projections do not constitute a warranty or binding assurance of future performance. Except as has been disclosed to the Administrative Agent, the Fronting Bank and each Lender, nothing has come to the attention of the responsible officers of the Borrower that would indicate that any of such assumptions, to the extent material to such projections, has ceased to be reasonable in light of subsequent developments or events. (m) All proceeds of the Advances shall be used (i) for the general corporate purposes of the Borrower, including to provide liquidity support for the Borrower's commercial paper, and (ii) to provide liquidity to the NU System Money Pool. The Letters of Credit shall be used for the general corporate purposes of the Borrower and its Subsidiaries. No proceeds of any Advance will be used in violation of, or in any manner that would result in a violation by any party hereto of, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System or any successor regulations. Neither the Borrower nor any ERISA Affiliate has incurred or Subsidiary thereof (A) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, an "investment company" within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected ascribed to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth that term in the financial statements referred to in subsection Investment Company Act of 1940 and (eB) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither The Borrower and each Principal Subsidiary thereof has obtained the Borrower nor any of its Subsidiaries is, or after insurance specified in Section 7.01(c) hereof and the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)same is in full force and effect. (oi) Neither the Borrower nor any Subsidiary The assets, at a fair valuation, of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to timeexceed its debts; or (ii) is (x) an agency of the government of a countryBorrower has not incurred and does not intend to incur, (y) an organization controlled by a countryand does not believe that it will incur, or (z) a person resident in a country that is subject debts beyond its ability to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, pay such debts as such program may be applicable to such agency, organization or persondebts mature; or and (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances have sufficient capital with which to finance conduct its business. As used in this paragraph, "debt" means any operationsliability on a claim, investments and "claim" means (A) any right to payment from such person, whether or activities innot such a right is reduced to judgment against such person, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, unsecured or (iiiB) has had any right to an equitable remedy for breach of its funds seized performance by such person if such breach gives rise to a payment from such person, whether or forfeited not such right to an equitable remedy is reduced to judgment against such person, whether fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of unliquidated, contingent, unmatured or disputed liabilities of any person at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an action under any Anti-Money Laundering Lawsactual or matured liability.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws by‑laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated May 17, 2011, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092014, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof and as of each Disbursement Date as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The executionBorrower is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been furnished to the Lenders and remain in full force and effect with no defaults outstanding thereunder. (c) The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. (d) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary for the conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powersits obligations thereunder, have been duly authorized by all necessary corporate action, obtained and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowerare in full force and effect. (ce) No consentEach Financing Document has been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of constitutes the Notes when delivered hereunder will be, the legal, valid and legally binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generally. , and (eii) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, applicable equitable principles (whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding at the dates and for the periods therein indicated, all law or in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsequity). (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower Event of Default (or any other default or event of its Significant Subsidiaries before default, however described) has occurred under any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectFinancing Documents. (g) The operations and properties Neither the entering into any of the Borrower and each Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the Significant Subsidiaries comply in all material respects with all terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement or to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, rule or regulation applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectits assets. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in or the business subject of extending credit for any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors knowledge of the Federal Reserve System)Borrower, threatened before any court or arbitrator or before or by any Government Authority against the Borrower, and no proceeds the Borrower is not aware of any Revolving Credit Advance will be used facts likely to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject give rise to any limitation on sale or pledge, or any other restriction hereundersuch proceedings. (ni) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended).The Borrower (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list capable of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlpaying its debts as they fall due, or is not unable and has not admitted its inability to pay debts as otherwise published from time to time; or they fall due, (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, not bankrupt or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC insolvent and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or operating income from investments in or transactions with any such countryrevenues. (j) No Lien exists on Borrower’s property, agency, organization or person. Neither the Borrower nor any Subsidiary except for Permitted Liens. (k) The obligation of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments topayment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such country, agency, organization, or personpayment. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated April 28, 2009, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092010, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary to execute, deliver and perform this Amendment. (b) The Borrower has full power and authority and the legal right to execute, deliver and perform this Amendment and to take all action as may be necessary to complete the transactions contemplated hereunder. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and to complete the transactions contemplated hereby. No consent or authorization of, filing with, or other act by or in respect of any other Person or Governmental Authority is required in connection with the execution, delivery or performance by Borrower, or the validity or enforceability as to Borrower, of this Amendment, except such consents or authorizations or filings or other acts as have already been obtained or where the failure to obtain such consent or authorization could not reasonably be expected to have a Material Adverse Effect on Borrower. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the right of creditors generally and by general principles of equity. (c) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Amendment and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do will not contravene (i) the Borrower’s charter or by-laws or (ii) violate any applicable law or any material contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against and will not result in, or require, the creation or imposition of any Lien on any of the properties or revenues of the Borrower in accordance with their respective terms, subject pursuant to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium law or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly presentany such contractual obligation except, in all material respectseach case, the Consolidated financial conditionwhere such violation, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed creation or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) imposition could not reasonably be reasonably likely expected to have a Material Adverse Effect other than on the matters disclosed Borrower. (d) No litigation, proceeding or contemplated in investigation of or before any Governmental Authority is pending or, to the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation knowledge of the transactions contemplated herebyBorrower, and there has been no adverse change threatened in writing against the status Borrower, except where such litigation, proceeding or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that investigation could not reasonably be reasonably likely expected to have a Material Adverse EffectEffect on the Borrower. (e) All governmental authorizations and actions necessary in connection with the execution and delivery by the Borrower of this Amendment and the performance of its obligations hereunder have been obtained or performed and remain valid and in full force and effect. (f) All factual information heretofore or contemporaneously furnished by the Borrower or its representatives in writing to Administrative Agent or any Lender for purposes of or in connection with this Amendment or any transaction contemplated herein was true and accurate in all material respects on the date as of which such information was dated or certified and at such date did not omit to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided. The information referred to in the immediately preceding sentence furnished to Administrative Agent or any Lender on or prior to the effectiveness of this Amendment, taken as a whole, as updated or supplemented from time to time, is true and correct in all material respects as of the date of effectiveness of this Amendment, and as such date all such information does not omit to state any fact which could reasonably be expected to have a Material Adverse Effect on Borrower. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)amended and is exempt from regulation under PUHCA and the Federal Power Act. (oh) Neither There is no violation by the Borrower nor or any Significant Subsidiary of any Governmental Rule which could reasonably be expected to have a Material Adverse Effect on the Borrower Borrower. Except as have been delivered to Administrative Agent, no notices of violation of any Governmental Rule have been issued, entered or received by the Borrower. (i) The Borrower and any other Person which is a person named on under common control (within the list meaning of “Specially Designated Nationals” Section 414(b) or “Blocked Persons” maintained by The Office of Foreign Assets Control (c) of the United States Department Code) with the Borrower have fulfilled their obligations (if any) under the minimum funding standards of ERISA and the Code for each ERISA Plan in compliance in all material respects with the currently applicable provisions of ERISA and the Code and have not incurred any liability to the PBGC or an ERISA Plan under Title IV of ERISA (other than liability for premiums due in the ordinary course). Assuming that the credit extended hereunder does not involve the assets of any employee benefit plan subject to ERISA, neither the execution of this Agreement nor the consummation of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of transactions contemplated hereby will involve a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or personProhibited Transaction. (pj) Neither the The Borrower nor any and each Significant Subsidiary of the Borrower (i) is under investigation by any Governmental Authority forare individually, or has been charged withand taken as a whole, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Solvent.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DECO and MichCon, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated April 28, 2009, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to each of the Incremental Revolving Lenders and the Administrative Agent that as followsof the date hereof: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, this Amendment have been duly authorized by all necessary corporate actionaction and, if required, stockholder or similar action and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it that this Amendment is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law other laws affecting creditors creditors’ rights generally.generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (eb) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations (except that any representation or costs, except warranty which is already qualified as disclosed to materiality or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely by reference to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or shall be true and correct in all respects) on and as of the date hereof (ii) cause other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any such property representation or warranty which is already qualified as to be subject materiality or by reference to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect.Effect shall be true and correct in all respects) on and as of such earlier date); (hc) No ERISA Event immediately prior to, and after giving effect to this Amendment and the Revolving Commitment Increase, no Default has occurred or and is reasonably expected to occur with respect to any Plan.continuing; and (id) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither incurrence by the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither of the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth Indebtedness in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds full amount of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. Commitment Increase (p) Neither and the Borrower nor any Subsidiary of securing thereof by the Borrower (iCollateral) is under investigation permitted by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Senior Note Documents.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Banks and the Agent as follows: (a) The Borrower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, its Notes are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter restated certificate of incorporation or by-laws or (ii) law or any material contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and its Notes, except any Loan Document to such approvals, notices, actions or filings which it is a partyhave already been made, obtained or given. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the ’s Notes when delivered hereunder will be, the are legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law laws affecting creditors creditors’ rights generallygenerally and to general principles of equity. (e) The Audited Statements consolidated balance sheet of the BorrowerBorrower and its Consolidated Subsidiaries as of December 31, 2011 and September 30, 2012, and the related statements of income, cash flows and shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal year or fiscal quarter then ended, copies of which have been furnished to each LenderBank, fairly present, present in all material respects, respects the financial condition of the Borrower and its Consolidated financial condition, Subsidiaries as at such date and the consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles GAAP consistently applied as in effect on (subject to year-end audit adjustments and the date absence of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated footnotes in the SEC Reportscase of quarterly financial statements). (f) There is are no pending actions, suits or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting proceedings against the Borrower or any of its Significant Subsidiaries before any courtcourt or arbitrator or any governmental body, governmental agency or arbitrator that official, in which there is (in the best judgment of the Borrower) a reasonable possibility of an adverse decision which would affect (i) could be reasonably likely the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries, to have a Material Adverse Effect other than the matters disclosed or contemplated extent that there is (in the SEC Reports (best judgment of the “Disclosed Litigation”Borrower) a reasonable possibility that such decision would prevent the Borrower from repaying its obligations in accordance with the terms of this Agreement, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Loan Document or the consummation Note. (g) United States federal income tax returns of the transactions contemplated herebyBorrower and its Subsidiaries have been examined and closed through the year ended December 31, 2004. The Borrower and there has been no adverse change in the status its Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or financial effect on pursuant to any assessment received by the Borrower or any of its Significant Subsidiaries, except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings. (h) Each of the Disclosed Litigation Borrower’s Significant Subsidiaries is duly organized, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of organization, and has all power and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Borrower from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement. (i) No Termination Event or Foreign Benefit Event has occurred, is still in existence, and is reasonably expected, singly or together with other such events that disclosed or contemplated have occurred, to result in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (gj) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits There has been resolved without ongoing material obligations or costsno failure, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i, to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA where such failure would result in the imposition of an encumbrance under Section 430(k) Schedule B (Actuarial Informationof the Code or Section 303(k) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanERISA. (k) Neither the Borrower nor any of its ERISA Affiliate Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that is reasonably expected to result in a Material Adverse Effect. (l) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and no such its ERISA Affiliates to all Multiemployer Plan Plans that are then in reorganization or are then being terminated is reasonably expected to be result in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106a Material Adverse Effect. (m) The Borrower and its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws and have obtained and are in material compliance with any permits, approvals or authorizations required pursuant to Environmental Law, and neither the Borrower nor any of its Subsidiaries has been cited in writing as being in violation of any Environmental Laws by any Governmental Authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited would (in the best judgment of the Borrower) materially affect the business, consolidated financial position or consolidated results of operations of the Borrower and its Subsidiaries, to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such non-compliance or being so cited would materially prevent the Borrower from repaying its obligations under this Agreement in accordance with the terms hereof. (n) There are no pending or, to the knowledge of the Borrower, threatened actions, suits or proceedings against the Borrower or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority pursuant to any Environmental Law, in which there is (in the best judgment of the Borrower) a reasonable possibility of an adverse decision which would materially affect the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such decision would prevent the Borrower from repaying its obligations under this Agreement in accordance with the terms hereof. (o) Except as would not reasonably be expected to have a Material Adverse Effect, there have been no Releases of Hazardous Materials at any property currently owned, leased or operated by the Borrower or any Subsidiary, or to the knowledge of the Borrower, at any locations formerly owned, leased or operated by the Borrower or any of its Subsidiaries. (p) As of the Closing Date, since December 31, 2011 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Borrower and its Subsidiaries, taken as a whole, or in the ability of the Borrower to perform its obligations under this Agreement or any Note. (q) [Reserved] (r) None of the Borrower nor any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. (s) The proceeds of the Advances shall be applied for the purpose specified in Section 5.01(g). No Borrower is engaged as a substantial part of its activities in the business of extending credit for the purpose of purchasing or carrying margin stock (within Margin Stock. The value of the meaning of Regulation U issued Margin Stock owned directly or indirectly by the Board of Governors of the Federal Reserve System), and no proceeds of Borrower or any Revolving Credit Advance will be Subsidiary which is subject to any arrangement (as such term is used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning in Section 211.2(g) of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes hereunder is less than an amount equal to twenty-five percent (25%) of the value of those all assets of the Borrower and its Subsidiaries which are and/or such Subsidiary subject to any limitation on sale or pledge, or any other restriction hereundersuch arrangement. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092020, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (ji) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanPlan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan and the issuance of any Facility LCs hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower nor 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 of the Borrower (i) is a person named on or, to the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control knowledge of the United States Department Borrower or such Subsidiary, any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a countryemployees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. (q) The Borrower is not an Affected Financial Institution. (r) As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Issuer, as follows: (a) of the Closing Date, that: The Borrower is a corporation duly organizedlimited liability company, validly existing and in good standing under the laws of the state of Delaware, is qualified to do business in the State and in every jurisdiction where such qualification is required by applicable Law. The Borrower has full power and authority to conduct its business as now conducted and as presently proposed to be conducted immediately following the execution and delivery of the Transaction Documents to which it is a party and the Borrower has full power and authority to execute, deliver and perform its incorporation. obligations under each Transaction Document to which it is a party. All necessary actions on the part of the Borrower required to authorize the execution, delivery and performance of each Transaction Document to which it is a party have been duly taken. Each of the Transaction Documents to which the Borrower is a party has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws or judicial action affecting the enforcement of creditors’ rights generally and the application of general principles of equity (b) regardless of whether enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do under any Transaction Document does not contravene (i1) the Borrower’s charter or by-laws or (ii) law or conflict with any contractual restriction obligations binding on or affecting the Borrower. , except where such conflict would not reasonably be expected to have a Material Adverse Effect, (c2) No consentviolate any provision of any court decree or order binding on or affecting the Borrower in any material respect, authorization (3) violate any provision of any law or approval governmental regulation binding on or other action byaffecting the Borrower in any material respect or (4) result in, or require, the creation or imposition of any Security Interest on any of the properties or revenues of the Borrower, except for Permitted Security Interests, unless such violation or default could not reasonably be expected to have a Material Adverse Effect. Other than as disclosed in the Official Statement, there is no pending or, to ▇▇▇▇▇▇▇▇’s knowledge, threatened litigation or proceeding against the Borrower which has a material likelihood of success and no notice if determined adversely to or filing withthe Borrower, any would reasonably be expected to have a Material Adverse Effect. The Borrower has obtained all Governmental Authority or regulatory body or any other third party is Approvals required for to be obtained by the due executionBorrower in connection with the execution and delivery of, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has beenits obligations and the exercise of its rights under, the Transaction Documents, and each all such consents, approvals, authorizations and orders of any Governmental Authority are in full force and effect except for such Governmental Approvals that are not then necessary and are obtainable in the ordinary course of business or for which the failure to obtain would not reasonably be expected to result in a Material Adverse Effect. As of the Notes when delivered hereunder will have beenClosing Date, duly executed and delivered by the Borrower. This Agreement is, and each Sponsors collectively own indirectly 100% of the Notes when delivered hereunder will be, the legal, valid and binding obligation of equity interests in the Borrower enforceable against free and clear of all Security Interests other than the Security Interests granted under the Financing Documents and Permitted Security Interests. The Borrower has timely filed (or applied for an extension relating to the same) all material income tax returns related to material Taxes and has paid all material Taxes due, except for such Taxes being contested in good faith and for which the Borrower has established adequate reserves in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of GAAP which have been furnished to each Lender, fairly present, if adversely determined would not result in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no a Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) Effect. There is no pending stamp, registration or threatened actionsimilar Tax under applicable Law, suitas presently in effect, investigationimposed, litigation assessed, levied or proceeding, including, without limitation, collected by a Governmental Authority on or in relation to amounts payable pursuant to any Environmental Action, affecting Financing Document. No Potential Event of Default or Event of Default has occurred and is continuing under the Borrower Financing Documents. No ERISA Event has occurred and is continuing or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be is reasonably likely expected to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports occur that could reasonably be reasonably likely expected to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) . Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability withdrawal liability with respect to any Multiemployer Plan. (k) Neither . No Pension Plan maintained by the Borrower nor or any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to any “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment companyaccumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Investment Company Act Code). All Security Interests created under the Security Documents are valid, legally binding and are ranked as contemplated in the Financing Documents, and no Security Interest exists over the Borrower’s interest in the Project or over any other of 1940the Borrower’s revenues or assets other than Permitted Security Interests. As of the Closing Date, the Base Case Model discloses all material assumptions, was prepared in good faith and represents projections the Borrower believed to be reasonable at the time made (it being understood that projections contain significant uncertainty and actual results may differ significantly from projections). Other than previously disclosed in writing by the Borrower to the Issuer (which shall be subject to amendment if there are new conditions that require disclosure), to the knowledge of the Borrower, there has not been any material violation of Environmental Laws by the Borrower. The Borrower has no Indebtedness, except for Permitted Indebtedness. The Borrower owns, has a license to use or otherwise has the right to use, free and clear of any liens (other than Permitted Security Interests), all the material patents, patent applications, trademarks, trademark applications, permits, service marks, names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, copyright applications, licenses, franchises and formulas, or rights with respect thereto, and has obtained assignments of all leases and other rights of whatever nature, in each case, that are required as of the Closing Date for the performance by it of its obligations under the Concession Agreement and each other Transaction Document to which it is a party without any infringement upon the legal rights of others that could adversely affect the Borrower’s rights to the same or result in a Material Adverse Effect. No Governmental Decision has been appealed or challenged in any court or before any agency, board, tribunal or similar entity which would reasonably be expected to have or does have a Material Adverse Effect, other than as disclosed in the Official Statement dated [_____], 2020, prepared in connection with the issuance of the Series 2020 Bonds. No Governmental Decision for which a complete and final application has been submitted has been denied or rejected in a manner which would reasonably be expected to have or does have a Material Adverse Effect. Final Completion has occurred with respect to each Commuter Rail Project and associated Commuter Rail Service in accordance with the terms of the Concession Agreement[, other than with respect to the Gold Line Project.]1 Other than as previously disclosed in writing by the Borrower to the Issuer, there have been no Releases of Hazardous Materials at, on, under, around or from any property that is associated with or part of the Project that would reasonably be expected to have a Material Adverse Effect on the Borrower or the Project. The Security Documents are effective to create a legally valid and enforceable Security Interest in respect of the Project Collateral under such Security Documents, and all necessary recordings and filings will have been or will be recorded and filed on or promptly following the Closing Date, as amended). (o) Neither and when required, and the Borrower nor any Subsidiary has good and valid title to all material property, assets and revenues it purports to own subject to the Security Interests of the Security Documents, free and clear of all other Security Interests other than Permitted Security Interests. On or promptly following the Closing Date, all necessary recordings and filings will have been or will be made such that the Security Interests created by such Security Documents will constitute valid, perfected and continuing Security Interests on the Project Collateral under such Security Documents, subject only to Permitted Security Interests. Each Transaction Document which has been executed and delivered by the Borrower to the Trustee is in full force and effect as against the Borrower, and the Borrower is not in default under any of such agreements or contracts, except as could not reasonably be expected to have a Material Adverse Effect. The Borrower is a single purpose entity created solely for the purpose of undertaking the Project and, except as contemplated by the Transaction Documents, has no other activities or undertakings other than those related to the Project or ancillary thereto and holds no equity or other ownership interest in any Person. The Borrower has not received any written communications from, nor does the Borrower have knowledge of any proceeding by, any Governmental Authority that could result in termination or revocation of the Concession Agreement or could reasonably be expected to have a Material Adverse Effect. ISSUANCE OF THE SERIES 2020 BONDS . The Issuer hereby agrees to issue, sell and deliver the Series 2020A Bonds in accordance with the terms of the Indenture to provide for the Refinancing Transaction. The Issuer hereby agrees to instruct the Trustee to deposit the net proceeds received from the sale of the Series 2020A Bonds as follows: [$_________] directly into the Redemption Account (or an appropriate sub-account thereof) to pay all or a portion of the principal and redemption price of the outstanding Series 2010 Bonds on the redemption date in accordance with the terms of the Original Indenture. The Issuer hereby agrees to issue, sell and deliver the Series 2020B Bonds in accordance with the terms of the Indenture to provide for the Refinancing Transaction. The Issuer hereby agrees to instruct the Trustee to deposit the net proceeds received from the sale of the Series 2020B Bonds as follows: (i) is a person named on [$_________] directly to the list Cost of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of Issuance Accounts related to the United States Department of Series 2020A Bonds and the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlSeries 2020B Bonds, in each case, in an amount sufficient to pay, or as otherwise published from time to time; or reimburse the prior payment of, the Costs of Issuance of each series of Series 2020 Bonds and (ii) is $[____________] directly into the Redemption Account (xor an appropriate sub-account thereof) an agency to pay all or a portion of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified accrued interest on the list maintained by outstanding Series 2010 Bonds on the OFAC redemption date in accordance with the terms of the Original Indenture. The Issuer and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of hereby agree to instruct the Borrower will use Trustee to transfer funds on deposit in the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower Debt Service Reserve Account as follows: (i) is under investigation by any Governmental Authority for, $[____________] directly into the Redemption Account (or has been charged with, an appropriate sub-account thereof) to pay all or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including a portion of the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (accrued interest on the “Anti-Money Laundering Laws”), outstanding Series 2010 Bonds on the redemption date in accordance with the terms of the Original Indenture and (ii) has been assessed civil penalties under any Anti$[____________] directly into the Redemption Account (or an appropriate sub-Money Laundering Lawsaccount thereof) to pay all or a portion of the principal and redemption price of the outstanding Series 2010 Bonds on the redemption date in accordance with the terms of the Original Indenture. The Borrower hereby agrees to direct the Account Bank pursuant to, and in accordance with, the Lockbox Account Agreement to make the following transfers to the Trustee to provide for the Refinancing Transaction: (i) $[____________] from the Series 2010 Interest Sub-Account directly into the Redemption Account (or an appropriate sub-account thereof) to pay all or a portion of the accrued interest on the Outstanding Series 2010 Bonds on the redemption date in accordance with the terms of the Original Indenture and (iiiii) has had any $[____________] from the Series 2010 Principal Sub-Account directly into the Redemption Account (or an appropriate sub-account thereof) to pay all or a portion of its funds seized or forfeited the principal and redemption price of the Outstanding Series 2010 Bonds on the redemption date in an action under any Anti-Money Laundering Lawsaccordance with the terms of the Original Indenture. Upon the redemption of all Outstanding Series 2010 Bonds, the Series 2010 Loan and all obligations thereunder shall be deemed repaid in full and shall no longer be considered Outstanding in accordance with the Section 11.1 of the Original Indenture. . [Reserved].

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction State of its incorporationUtah. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, this Agreement are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s 's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority, regulatory body, or regulatory body or any other third party Person is required for the due execution, delivery delivery, and performance by the Borrower of any Loan Document to which it is a partythis Agreement except such as has been duly obtained or made and are in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is the legal, valid valid, and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (ei) The Audited Statements statement of consolidated financial position of the BorrowerBorrower and its consolidated Subsidiaries as of December 31, 1996, and the related statements of consolidated income and consolidated changes in common stockholders' equity of the Borrower and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each LenderBank, fairly present, in all material respects, present the Consolidated financial condition, results of operations and cash flows condition of the relevant Persons Borrower and entities, its consolidated Subsidiaries as at such date and present the dates financial condition of the Borrower and its consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied applied. (ii) The statement of consolidated financial position of the Borrower and its consolidated Subsidiaries as of June 30, 1997, and the related statements of consolidated income and consolidated changes in effect common stockholders' equity of the Borrower and its consolidated Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Borrower and its consolidated Subsidiaries as at such date and present the financial condition of the Borrower and its consolidated Subsidiaries for the period ended on the date of such Audited Statements. Since December 31date, 2009all in accordance with generally accepted accounting principles consistently applied, and since June 30, 1997, there has been no Material Adverse Change, except as shall have been disclosed material adverse change in such condition or contemplated in the SEC Reportsoperations. (f) There is no pending or threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant consolidated Subsidiaries before any court, governmental agency agency, or arbitrator that arbitrator, (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) which purports to affect the legality, validity or enforceability of any Loan Document this Agreement or (ii) except as set forth in public documents filed with the consummation Securities and Exchange Commission or otherwise disclosed publicly on or prior to the date of the transactions contemplated herebyinitial Borrowing, and there has been no adverse change in which may be reasonably expected to materially adversely affect the status financial condition or financial effect on operations of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have taken as a Material Adverse Effectwhole. (g) The operations and properties After applying the proceeds of each Advance, not more than 25% of the Borrower and each value of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis assets of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect (as determined in good faith by the Borrower) that are subject to “expected post retirement benefit obligations” Section 5.02(a)(i) will consist of or be represented by margin stock (within the meaning of Statement Regulation U issued by the Board of Financial Accounting Standards No. 106Governors of the Federal Reserve System). (mh) The Borrower is not engaged in the business of extending credit for the purpose of purchasing 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 Revolving Credit Advance will be used for any purpose which violates the provisions of the regulations of said Board. If requested by any Bank or the Administrative Agent, the Borrower will furnish to purchase or carry any margin stock or the Administrative Agent and each Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to extend credit to others for in said Regulation U, the purpose of purchasing or carrying any margin stock; and after applying statements made in which shall be such, in the proceeds opinion of each Revolving Credit Advance hereunderBank, margin stock as to permit the transactions contemplated hereby in accordance with said Regulation U. (within i) No Termination Event has occurred nor is reasonably expected to occur with respect to any Plan which may materially adversely affect the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets financial condition or operations of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledgeSubsidiaries, or any other restriction hereunder. (n) taken as a whole. Neither the Borrower nor any of its Subsidiaries is, ERISA Affiliates has incurred nor reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plan which may reasonably be expected to materially adversely affect the financial condition or after the making of any Revolving Credit Advance or the application operations of the proceeds Borrower and its Subsidiaries, taken as a whole. Schedule B (Actuarial Information) to the 1994 annual report (Form 5500 Series) with respect to each Plan, copies of which have been filed with the Internal Revenue Service and furnished to each Bank, is complete and accurate in all material respects and in all material respects fairly presents the funding status of each Plan. No Reportable Event has occurred and is continuing with respect to any Plan which may materially adversely affect the financial condition or repayment thereof, or the consummation of any operations of the other transactions contemplated herebyBorrower and its Subsidiaries, will be, required to be registered taken as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)a whole. (oj) Neither On the Borrower nor any Subsidiary date of the initial Borrowing (and after giving effect to the transactions contemplated by the Loan Papers), Borrower is Solvent. For purposes hereof, "Solvent" means, as to a Person, that (ia) is a person named on the list aggregate fair market value of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury such Person's assets exceeds its liabilities (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlwhether contingent, subordinated, unmatured, unliquidated, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”otherwise), (iib) such Person has been assessed civil penalties under sufficient cash flow to enable it to pay its Debts as they mature, and (c) such Person does not have unreasonably small capital to conduct such Person's business. In computing the amount of contingent liabilities at any Anti-Money Laundering Lawstime; for purposes of determining solvency, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Lawsmatured liability.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly ▇▇▇▇ executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092021, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (ji) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanPlan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan and the issuance of any Facility LCs hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower nor its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any Subsidiary of the Borrower (i) is a person named on or, to the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control knowledge of the United States Department Borrower or such Subsidiary, any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; employees, or (ii) is (x) an agency to the knowledge of the government of a countryBorrower, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇Se▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. ▇t. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. (q) The Borrower is not an Affected Financial Institution. (r) As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof and as of each Disbursement Date as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationWashington. (b) The executionBorrower is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been furnished to the Lenders and remain in full force and effect with no defaults outstanding thereunder. (c) The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. (d) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary for the conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powersits Obligations, have been duly authorized by all necessary corporate action, obtained and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowerare in full force and effect. (ce) No consentEach Financing Document has been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of constitutes the Notes when delivered hereunder will be, the legal, valid and legally binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generally. , and (eii) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, applicable equitable principles (whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding at the dates and for the periods therein indicated, all law or in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsequity). (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower Event of Default (or any other default or event of its Significant Subsidiaries before default under any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there Financing Documents) has been no adverse change in occurred (or after the status or financial effect on the Borrower or initial Disbursement Date is continuing) under any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectFinancing Documents. (g) The operations and properties Neither the entering into any of the Borrower and each Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the Significant Subsidiaries comply in all material respects with all terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, rule or regulation applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectits assets. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in or the business subject of extending credit for the purpose of purchasing any litigation, arbitration, administrative regulatory compliance proceeding, or carrying margin stock investigation (within the meaning of Regulation U issued by the Board of Governors each of the Federal Reserve Systemforegoing, a “Proceeding”), and no proceeds of nor is there any Revolving Credit Advance will be used Proceeding pending or, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets knowledge of the Borrower threatened before any court or arbitrator or before or by any Government Authority against the Borrower, that with respect to such Proceeding, could reasonably be expected to have a Material Adverse Effect, and its Subsidiaries which are subject the Borrower is not aware of any facts likely to give rise to any limitation on sale or pledge, or any other restriction hereunderProceeding. (ni) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the The Borrower (i) is a person named on the list capable of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlpaying its debts as they fall due, or is not unable and has not admitted its inability to pay debts as otherwise published from time to time; or they fall due, (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, not bankrupt or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC insolvent and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or operating income from investments in or transactions with any such countryrevenues. (j) No Lien exists on Borrower’s property, agency, organization or person. Neither the Borrower nor any Subsidiary except for Permitted Liens. (k) The obligation of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments topayment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such country, agency, organization, or personpayment. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of its incorporationthis Agreement. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, Note are within the Borrower’s 's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) do not and will not contravene, conflict with or result in a breach of or default under (a) the Borrower’s 's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.or (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or governmental authority, regulatory body 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 a partythis Agreement or the Note. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes Note when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, readjustment of debt, moratorium or and other similar law laws affecting creditors creditors' rights generallygenerally and to the effect of general principles of equity. (e) The Audited Statements Consolidated balance sheets of the BorrowerBorrower and its Subsidiaries as at December 31, 1995, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, copies of all of which have been furnished to each the Lender, fairly present, in all material respects, present the Consolidated financial condition, condition of the Borrower and its Subsidiaries as at such dates and the results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Subsidiaries for the periods therein indicatedended on such dates (subject, in the case of such statements as at June 30, 1996, to customary fiscal year-end adjustments), all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31applied, 2009and since June 30, 1996, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or or, to the Borrower's knowledge, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant Consolidated Subsidiaries before any court, governmental department, commission, board, bureau, agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed instrumentality, domestic or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legalityforeign, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated arbitrator which would reasonably be expected to result in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties No proceeds of the Borrower and each Advances will be used to acquire any equity security, including, without limitation, any equity security of a class which is registered pursuant to Section 12 of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costsSecurities Exchange Act of 1934, except as disclosed or contemplated in to the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability extent permitted under any Environmental Law that could have a Material Adverse EffectSection 5.03(b). (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing 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 the Advances 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. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (ij) Schedule B (Actuarial InformationAs of the last annual actuarial valuation date, the funded current liability percentage, as defined in Section 302(d)(8) to the most recent annual report (Form 5500 Series) for of ERISA, of each Plan, copies of which have Plan exceeds 90% and there has been filed with the Internal Revenue Service, is complete and accurate and fairly presents no Material Adverse Change arising from the funding status of any such Plan, and Plan since the date of such Schedule B there has been no material adverse change in such funding statusdate. (jk) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (kl) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (lm) Except as set forth in the financial statements referred to in subsection (e) abovethis Section 4.01 and in Section 5.01, the Borrower and its Consolidated Subsidiaries have no material liability with respect to “"expected post retirement benefit obligations” " within the meaning of Statement of Financial Accounting Standards No. 106. (mn) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), operations and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets properties of the Borrower and each of its Consolidated Subsidiaries which are subject comply in all material respects with all applicable Environmental Laws and Environmental Permits, all material past non-compliance with such Environmental Laws and Environmental Permits has been resolved without material ongoing obligations or costs, and no circumstances exist that would reasonably be expected to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither form the basis of an Environmental Action against the Borrower nor or any of its Consolidated Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required their properties that would reasonably be expected to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)have a Material Adverse Effect. (o) Neither the Borrower nor any Subsidiary of its Consolidated Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law, which such release, discharge or disposal would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited Consolidated Subsidiaries have been disposed of in an action under any Anti-Money Laundering Lawsa manner that would not reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationUtah. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, this Agreement are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a partythis Agreement except such as have been duly obtained or made and are in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements statement of consolidated financial position of the BorrowerBorrower and its consolidated Subsidiaries as at December 31, 2013, and the related statements of consolidated income, consolidated cash flows and changes in common stockholders’ equity of the Borrower and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each LenderBank, fairly presenteach as reported on by Deloitte & Touche LLP, present fairly, in all material respects, the Consolidated financial condition, position of the Borrower and its consolidated Subsidiaries as at such date and the results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31, 20092013, there has been no Material Adverse Changematerial adverse change in such financial position or operations of the Borrower and its consolidated Subsidiaries, except taken as shall have been disclosed or contemplated in the SEC Reportsa whole. (f) There is no pending or threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Borrower or any of its Significant consolidated Subsidiaries before any court, governmental agency or arbitrator that arbitrator, (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) which purports to affect the legality, validity or enforceability of any Loan Document this Agreement, or the consummation of the transactions contemplated hereby, and there has been no adverse change (ii) except as set forth in the status Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2013 (copies of which have been furnished to each Bank), which may materially adversely affect the financial condition or financial effect on operations of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have taken as a Material Adverse Effectwhole. (g) The operations After applying the proceeds of each Advance and properties Special Rate Loan, not more than 25% of the Borrower and each value of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis assets of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect (as determined in good faith by the Borrower) that are subject to “expected post retirement benefit obligations” within the meaning Section 5.02(a) or Section 5.02(d) will consist of Statement of Financial Accounting Standards No. 106or be represented by Margin Stock. (mh) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within Margin Stock, and no proceeds of any Advance or Special Rate Loan will be used for any purpose which violates the meaning provisions of Regulation U issued by the regulations of the Board of Governors of the Federal Reserve System). If requested by any Bank or the Administrative Agent, the Borrower will furnish to the Administrative Agent and no proceeds each Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U, the statements made in which shall be such, in the opinion of each Bank, as to permit the transactions contemplated hereby in accordance with Regulation U. (i) No Termination Event has occurred nor is reasonably expected to occur with respect to any Revolving Credit Advance will be used Plan which may materially adversely affect the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to purchase incur any withdrawal liability under ERISA to any Multiemployer Plan which may materially adversely affect the financial condition or carry operations of the Borrower and its Subsidiaries, taken as a whole. Schedule SB (Actuarial Information) to the 2012 annual report (Form 5500 Series) with respect to each Plan, copies of which have been filed with the Internal Revenue Service and furnished to each Bank, is complete and accurate in all material respects and in all material respects fairly presents the funding status of each Plan. No Reportable Event has occurred and is continuing with respect to any margin stock Plan which may materially adversely affect the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. (j) The Borrower and its Subsidiaries are in compliance with all applicable laws and regulations relating to the environment or to extend credit the discharge, transport or storage of hazardous materials except to others for the purpose of purchasing extent that non-compliance therewith would not have a material adverse effect on the financial condition or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets operations of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereundertaken as a whole. (nk) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as is an “investment company”, or an a company “affiliated personcontrolled” of, or “promoter” or “principal underwriter” for, by an “investment company” (”, within the meaning of the Investment Company Act of 1940, as amended. (i) All written information concerning the Borrower and its Subsidiaries (excluding financial projections) that has been made available on or before the date of this Agreement to the Administrative Agent or any Bank by the Borrower or any of its representatives under this Agreement or in connection with the transactions contemplated hereby is, on and as of the date of this Agreement, correct in all material respects and does not contain, on and as of the date of this Agreement, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made; (ii) all written information furnished after the date hereof by the Borrower or any of its representatives to the Administrative Agent and the Banks in connection with this Agreement and the transactions contemplated hereby will, on the date as of which such information is stated or certified, be correct in all material respects and will not, on the date as of which such information is stated or certified, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made; and (iii) all financial projections concerning the Borrower and its Subsidiaries that have been or will be prepared by the Borrower in writing and made available to the Administrative Agent or any Bank by the Borrower or any of its representatives under this Agreement or in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon reasonable assumptions as of the date such projections were made available to the Administrative Agent or such Bank (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, and that no assurance can be given that the projections will be realized). (om) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower nor any Subsidiary Borrower, its affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its affiliates, 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 (ia) is a person named on the list of “Specially Designated Nationals” Borrower or “Blocked Persons” maintained by The Office of Foreign Assets Control any affiliate thereof or to the knowledge of the United States Department Borrower or such affiliate any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a countryemployees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary agent of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under affiliate thereof that will act in any laws capacity in connection with or regulations relating to money laundering benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “other transaction contemplated by this Agreement will violate Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, Corruption Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Lawsapplicable Sanctions.

Representations and Warranties of the Borrower. The In order to induce the Underwriter and the Issuer to enter into this Bond Purchase Agreement, the Borrower represents represents, warrants and warrants covenants to and with the Underwriter and the Issuer as follows, all of which shall survive the delivery of the Bonds: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationWisconsin, has all necessary corporate power and authority to enter into, deliver, carry out and consummate this Bond Purchase Agreement, the Loan Agreement, the Note, the Remarketing Agreement and the Reimbursement Agreement (collectively, the "Borrower Documents"), and, by proper corporate action, has duly authorized or will duly authorize the execution and delivery of the Borrower Documents, and the approval of the terms of the Indenture. (b) The execution, delivery and performance proceeds of the sale of the Bonds to be loaned by the Issuer to the Borrower are expected to be applied as described under the section "PLAN OF FINANCE" in the Limited Offering Memorandum. The Project is of a type authorized and permitted by the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the BorrowerAct. (c) No consent, authorization or approval or other action by, and no notice The Borrower has duly authorized all actions required to or filing with, any Governmental Authority or regulatory body or any other third party is required for be taken by it for (i) the due execution, delivery and due performance of the Borrower Documents and the undertaking of the Project and approval of the terms of the Indenture, and (ii) the delivery of the Limited Offering Memorandum, and any and all such other agreements and documents as may be required to be executed, delivered or performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated on its part hereby and by each of any Loan Document to which it is a partythe aforesaid documents. (d) This Agreement has been, and each The Borrower Documents are in the forms approved by the officers of the Notes when delivered hereunder Borrower and upon the execution and delivery thereof, each will have been, duly executed constitute the valid and delivered by legally binding (and in the Borrower. This Agreement is, and each case of the Notes when delivered hereunder will beNote, the legal, valid and binding limited) obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject in each case to the effect usual principles of equity and to any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or similar law other laws affecting creditors the enforcement of creditors’ rights generallygenerally from time to time in effect. (e) The Audited Statements execution and delivery of the Borrower Documents, the performance by the Borrower of its obligations thereunder and the approval of the Limited Offering Memorandum will not conflict with or constitute a violation of, breach of or result in a default under (i) the articles of incorporation, by-laws or other governing instruments of the Borrower, (ii) to the best of the knowledge of the Borrower, copies of any federal or Wisconsin constitutional or statutory provision, (iii) any mortgage, lease, resolution, agreement or other instrument to which have been furnished the Borrower is a party or by which it is bound, or (iv) to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows best of the relevant Persons and entitiesknowledge of the Borrower, as at any order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed Borrower or contemplated in the SEC Reportsits property. (f) There No further consent, approval, authorization or order of any governmental or regulatory authority is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting required to be obtained by the Borrower as of the date hereof or any as a condition precedent to the undertaking of the Project, the execution and delivery by the Borrower of the Borrower Documents or the performance by the Borrower of its Significant Subsidiaries before obligations thereunder (except any courtconsents or other matters as to compliance with state securities or "blue sky" laws, governmental agency as to which no representation or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effectwarranty is made herein). (g) The Borrower is not a party to any contract or agreement or subject to any charter or other provision the performance or breach of which would have a material adverse effect on the financial condition or operations and properties of the Borrower and each of or its ability to undertake the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse EffectProject. (h) The Borrower is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument under or subject to which any indebtedness has been incurred. No ERISA Event event has occurred or is reasonably expected to occur continuing that, with respect to any Planthe lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (i) Schedule B (Actuarial Information) To the best of the knowledge of the Borrower, the Borrower is not in violation in any material respect of any existing law, rule or regulation applicable to it and is not in material default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other material agreement, instrument or restriction of any kind to which the most recent annual report (Form 5500 Series) for each PlanBorrower is a party or by which it is bound or to which any of its assets are subject, copies and the undertaking of which have been filed the Project and the execution and delivery by the Borrower of the Borrower Documents and the compliance with the Internal Revenue Service, is complete terms and accurate and fairly presents conditions thereof will not conflict with or result in the funding status breach of such Plan, and since or constitute a default under any of the date of such Schedule B there has been no material adverse change in such funding statusforegoing. (j) Neither There is no litigation at law or in equity, or any proceeding before any governmental agency, pending or, to the knowledge of the Borrower, threatened, in which any liability of the Borrower nor is not adequately covered by insurance or in which any ERISA Affiliate has incurred judgment or is reasonably expected order directed to incur the Borrower would have a material adverse effect upon the operations or assets of the Borrower or affect (i) the organization and existence of the Borrower, (ii) its authority to execute and deliver the Borrower Documents, (iii) the validity or enforceability of any Withdrawal Liability such instruments or the transactions contemplated thereby, (iv) the title of the officers who executed or will execute such instruments, or (v) any authority or proceedings relating to any Multiemployer Planthe execution and delivery of such instruments by the Borrower. (k) Neither To the best of the knowledge of the Borrower, neither the Borrower nor anyone authorized to act on its behalf has, directly or indirectly, offered the Bonds for sale to, or solicited any ERISA Affiliate has been notified by offer to buy the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminatedsame from, within anyone other than the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISAUnderwriter. (l) Except as set forth in Neither the financial statements referred Securities and Exchange Commission nor any state securities commission has issued or, to in subsection (e) abovethe best of the knowledge of the Borrower, threatened to issue, any order preventing or suspending the Borrower and its Subsidiaries have no material liability with respect use of the Limited Offering Memorandum or otherwise seeking to “expected post retirement benefit obligations” within enjoin the meaning offer or sale of Statement of Financial Accounting Standards No. 106the Bonds. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued Any certificate signed by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets an authorized officer of the Borrower and its Subsidiaries which are subject delivered to any limitation on sale the Issuer or pledge, the Underwriter shall be deemed a representation and warranty by the Borrower to the Issuer or any other restriction hereunderthe Underwriter as to the statements made therein. (n) Neither The Borrower will cooperate with the Underwriter and its counsel in any reasonable endeavor to qualify the Bonds for offering and sale under the securities or "blue sky" laws of such jurisdictions of the United State of America as the Underwriter may request, provided the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, shall not be required to be registered take any action which would subject it to general service of process or to qualify as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)a foreign corporation in any jurisdiction where it is not now so subject. (o) Neither As of the date of, the Limited Offering Memorandum, the information relating to the Borrower nor and the Project contained in the Limited Offering Memorandum, does not and will not contain any Subsidiary untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The preceding representation is subject to the limitation that information about the Borrower and the Project is not intended to include all information necessary to present fairly the business and affairs of the Borrower (i) and the risks involved with the Project, and no representation is a person named made that such information would be adequate for such purpose. Further, the Limited Offering Memorandum contains specific notice to prospective purchasers of the Bonds that they should look primarily to the Letter of Credit to provide payment on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by Bonds. The Office of Foreign Assets Control Borrower authorizes and consents to the use of the United States Department Limited Offering Memorandum by the Underwriter in the offering and sale of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇Bonds.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants warrants, as of the Closing Date, each Borrowing Date and each Remittance Date, as follows: (a) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Remittance Report is an Eligible Receivable as of the date of such determination. Each Receivable included as an Eligible Receivable in any calculation of the Capital Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Borrower is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationformation and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. (bc) The Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance by the Borrower of this Agreement and each of the Loan Transaction Documents to which it is a party, and to grant to the consummation Agent, for the benefit of the transactions contemplated hereby and therebySecured Parties, are within a first priority perfected security interest in all of the Borrower’s corporate powersright, have been duly authorized by all necessary corporate action, title and do not contravene (i) interest to the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding Collateral on or affecting the Borrower. (c) No consent, authorization or approval or other action by, terms and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower conditions of any Loan Document to which it is a party. (d) this Agreement. This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by Transaction Documents to which the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, Borrower is a party constitutes the legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower it in accordance with their respective terms, subject to except as the effect of any applicable enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or similar at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or the Pledged Receivables, other than such as have been met or obtained. (d) The execution, delivery and performance of this Agreement and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the Pledge of the Collateral will not (i) create any Adverse Claim on the Collateral or (ii) violate any provision of any existing law affecting creditors rights generallyor regulation or any order or decree of any court, regulatory body or administrative agency or the certificate of formation or limited liability company agreement of the Borrower or any contract or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound. (e) The Audited Statements No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting against the Borrower or any properties of its Significant Subsidiaries before Borrower or with respect to this Agreement or any courtother Transaction Document, governmental agency or arbitrator that (i) which, if adversely determined, could be reasonably likely to have a Material Adverse Effect other than on the matters disclosed business, assets or contemplated in financial condition of the SEC Reports (the “Disclosed Litigation”) Borrower or (ii) purports to affect which would draw into question the legality, validity or enforceability of this Agreement, any Loan Transaction Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on to which the Borrower is a party or any of its Significant Subsidiaries, the other applicable documents forming part of the Disclosed Litigation from that disclosed or contemplated in Collateral. (f) In selecting the SEC Reports that could Receivables to be reasonably likely Pledged pursuant to have a Material Adverse Effectthis Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders. (g) The operations and properties grant of the security interest in the Collateral by the Borrower to the Agent, for the benefit of the Secured Parties pursuant to this Agreement, is in the ordinary course of business for the Borrower and each is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. No such Collateral has been sold, transferred, assigned or pledged by the Borrower to any Person, other than the Pledge of such Assets to the Agent, for the benefit of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental PermitsSecured Parties, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations pursuant to the terms of this Agreement or costs, except as disclosed or contemplated in otherwise pursuant to the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis express provisions of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectthis Agreement. (h) No ERISA Event The Borrower has occurred no Debt or is reasonably expected to occur with respect to any Planother indebtedness other than Debt incurred under or contemplated by the terms of the Transaction Documents. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there The Borrower has been no material adverse change formed solely for the purpose of engaging in such funding statusthe transactions contemplated by the Transaction Documents. (j) Neither No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Agreement or any Transaction Document to which the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plana party. (k) Neither The Borrower has filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all material taxes, assessments and other governmental charges due from the Borrower nor any ERISA Affiliate except for those taxes being contested in good faith by appropriate proceedings and in respect of which no penalty may be assessed from such contest and it has established proper reserves on its books. No tax lien or similar adverse claim has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISAfiled, and no claim is being asserted, with respect to any such Multiemployer Plan is reasonably expected to be tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Borrower, as applicable, in reorganization connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or to be terminated, within the meaning of Title IV of ERISAthereby have been paid or shall have been paid if and when due. (l) Except The location of all the Borrower’s records regarding the Pledged Receivables (other than those in the possession of the Custodian) is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and has been such address at all times since the later of (a) the date of formation of the Borrower and (b) the date that is five years prior to the Closing Date. (i) The Borrower’s legal name, type of organization and jurisdiction of organization is as set forth in the financial statements referred first paragraph of this Agreement; (ii) the Borrower is not organized under the law of more than one State; (iii) other than as disclosed on Schedule II hereto (as such schedule may be updated from time to in subsection (e) aboveby the Agent upon receipt of a notice delivered to the Agent pursuant to Section 6.19), the Borrower has not changed its name, type of organization or jurisdiction of organization at any time since its formation; and its Subsidiaries (iv) the Borrower does not have no material liability with respect tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such schedule may be updated from time to “expected post retirement benefit obligations” within by the meaning Agent upon receipt of Statement of Financial Accounting Standards No. 106a notice delivered to the Agent pursuant to Section 6.19). (mn) The Borrower is solvent and will not engaged become insolvent after giving effect to the transactions contemplated hereby; the Borrower is paying its debts as they become due; and the Borrower, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (o) The Borrower has no subsidiaries. (p) The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale or contribution of the Pledged Receivables by ▇▇▇▇▇▇ under the Purchase and Contribution Agreement. At the time of the pledge of the Collateral herein contemplated, the Borrower had good and marketable title to the Collateral to be pledged by the Borrower to the Agent hereunder, for the benefit of the Secured Parties (and its successors and assigns), free and clear of all Adverse Claims. This Agreement constitutes a valid grant of a first priority security interest to the Agent, for the benefit of the Secured Parties (and its successors and assigns), of all right, title, and interest of the Borrower in, to and under the Collateral, free and clear of any Adverse Claim of any Person claiming through or under the Borrower. (q) No Monthly Remittance Report or Borrowing Base Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of the Borrower to the Agent or the Lenders in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed in writing to the Agent or the Lenders, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein, in the business context of extending credit the circumstances under which they were made, not misleading. (r) No proceeds of any Loans will be used by the Borrower (i) for the any purpose of purchasing which violates, or carrying margin stock (within the meaning of would be inconsistent with, Regulation T, U issued or X promulgated by the Board of Governors of the Federal Reserve System)System or (ii) to acquire any security in any transaction, and no proceeds of any Revolving Credit Advance will be used which is subject to purchase Section 13 or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors 14 of the Federal Reserve SystemSecurities Exchange Act of 1934, as amended. (s) constitutes less than twenty-five percent (25%) of There are no agreements in effect adversely affecting the value of those assets rights of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledgemake, or any other restriction hereundercause to be made, the collateral assignment or grant of the security interest in the Collateral contemplated by Section 2.10 or Section 2.11. (nt) Neither the The Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as is not an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, for an “investment company” (within the meaning of as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Borrower otherwise subject to regulation thereunder. (u) No Event of Default or Unmatured Event of Default has occurred and is continuing. Since its formation, there has been no change in the business, operations, financial condition, properties or assets of the Borrower or any ERISA Affiliate thereof which would have a material adverse effect on its ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or materially adversely affect the transactions contemplated under this Agreement or the other Transaction Documents; (v) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Marlin’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (ow) Neither The Borrower is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA. (x) There is not now, nor will there be at any time in the future, any agreement or understanding between (i) any originator or the Servicer (as long as the Servicer is ▇▇▇▇▇▇ or any Affiliate of ▇▇▇▇▇▇) (ii) and the Borrower nor (other than as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (y) Each Contract is owned by the Borrower free and clear of any Adverse Claim; and the Agent (for the benefit of the Secured Parties and its successors and assignees) has acquired a valid and perfected first priority security interest in each Contract and in the Related Security (including the Equipment), Collections and other Collateral with respect thereto, in each case free and clear of any Adverse Claims; no effective UCC financing statement or other instrument similar in effect is filed in any recording office listing the Borrower as debtor, covering any Contract, Related Security (including the Equipment), Collections or other Collateral; and there is no grant of a lien or financing statement of record that relates to leases, equipment and related assets of ▇▇▇▇▇▇ or the Borrower that is not limited to a specific list of leases (identified by lease number, lessee and other appropriate identifying information) and assets related thereto. (z) None of the Lockbox, Lockbox Account or general operating account of ▇▇▇▇▇▇ is subject to a lien of any third party. (aa) [Reserved]. (bb) None of the Borrower, any Subsidiary or any Affiliate of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlSanctioned Person, or as otherwise published from time to time; or (ii) is (x) an agency has more than 10% of the government of a country, (y) an organization controlled by a country, or (z) a person resident its assets in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; Sanctioned Countries or (iii) derives more than 10% of its assets or operating income from investments in in, or transactions with any such country, agency, organization Sanctioned Persons or personSanctioned Countries. Neither the Borrower nor any Subsidiary of the Borrower will use the The proceeds of the Revolving Credit Advances any Borrowing will not be used and have not been used to fund any operations in, finance any operations, investments or activities in, in or make any payments to, a Sanctioned Person or a Sanctioned Country (cc) To the extent applicable, each of the Borrower, ▇▇▇▇▇▇ and their Affiliates is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any such countryother enabling legislation or executive order relating thereto, agencyand (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of any Borrowing made hereunder will be used, organizationdirectly or indirectly, for any payments to any governmental official or personemployee, 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 United States Foreign Corrupt Practices Act of 1977, as amended. (pdd) Neither The factual assumptions set forth in the Borrower nor any Subsidiary legal opinions of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special counsel to ▇▇▇▇▇▇, ▇▇ ▇the Parent and the Borrower, issued in connection with the Purchase and Contribution Agreement and relating to the issues of security interest, substantive consolidation with respect to the Borrower and true sale of the Conveyed Receivables are true and correct both before and after giving effect to the transactions contemplated hereby.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Authority that, as follows:of the date of the execution of this Loan Agreement and as of the date of delivery of the Bonds to the initial purchasers thereof (such representations and warranties to remain operative and in full force and effect regardless of the issuance of the Bonds or any investigations by or on behalf of the Authority or the results thereof): (a) The Borrower is a nonprofit public benefit corporation duly organized, validly existing incorporated and in good standing under the laws of the jurisdiction State, and has full legal right, power and authority to enter into the Borrower Documents, and to carry out all of its incorporationobligations under and consummate all transactions contemplated by the Borrower Documents, and by proper corporate action has duly authorized the execution, delivery and performance of the Borrower Documents. (b) The execution, delivery and performance by officers of the Borrower of executing the Loan Borrower Documents are duly and properly in office and fully authorized to which it is a party, and execute the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowersame. (c) No consentThe Borrower Documents have been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is. (d) The Borrower Documents, and each of when assigned to the Notes when delivered hereunder Bond Trustee pursuant to the Indenture, will be, constitute the legal, valid and binding obligation agreements of the Borrower enforceable against the Borrower by the Bond Trustee in accordance with their respective termsterms for the benefit of the Holders of the Bonds, subject and any rights of the Authority and obligations of the Borrower not so assigned to the effect Bond Trustee constitute the legal, valid, and binding agreements of any applicable the Borrower enforceable against the Borrower by the Authority in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or similar law other laws affecting creditors the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy, or the exercise of judicial discretion in appropriate cases. (e) The Audited Statements execution and delivery of the Borrower Documents, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the articles of incorporation of the Borrower, its bylaws, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Documents, or the financial condition, assets, properties or operations of the Borrower. (f) No consent or approval of any trustee or holder of any indebtedness of the Borrower or any guarantor of indebtedness of or other provider of credit or liquidity of the Borrower, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of the Borrower Documents, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. (g) The Borrower is not (i) in violation of any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree, which violation would materially adversely affect the financial condition, assets, properties or operations of the Borrower; or (ii) in default under any loan agreement, indenture, bond note, resolution, agreement or other instrument to which the Borrower is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute an event of default under any such instrument, which default would materially adversely affect the financial condition, assets, properties or operations of the Borrower. (h) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower or the assets, properties or operations of the Borrower which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, the Borrower Documents, or upon the financial condition, assets, properties or operations of the Borrower, and the Borrower is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Documents, or the financial condition, assets, properties or operations of the Borrower. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrower in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. Each Landlord enjoys the peaceful and undisturbed possession of one or more Facilities, subject to the related Lease. (i) No written information, exhibit or report furnished to the Authority by the Borrower in connection with the negotiation of the Borrower Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from federal income tax under Section 501(a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is not a private foundation as described in Section 509(a) of the Code. (k) The Loan will be used by the Borrower solely to satisfy one or more of its charitable purposes, which have been previously recognized by the Internal Revenue Service as bona fide charitable purposes. The Borrower has full power and authority to carry on its business as now being conducted and to enter into the Borrower Documents and the transactions contemplated therein. (l) All financial statements and information heretofore delivered to the Authority by the Borrower, including without limitation, information relating to the financial condition of the Members of the Obligated Group, the Project, and/or any guarantor, and including the audited consolidated balance sheets of the Members of the Obligated Group at June 30, 2021 and June 30, 2022 and the related consolidated statements of income and consolidated statements of cash flows for the years ended June 30, 2022 and June 30, 2021 (copies of which have been furnished to the Authority) fairly and accurately present the financial position of each Lender, fairly present, in all material respects, respective entity at such date and the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicatedyear ended on such date, all and have been prepared (except where specifically noted therein) in accordance with generally accepted accounting principles consistently applied as in effect on applied. Since the date of such Audited Statements. Since December 31statements, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the financial condition or results of operations of the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor other subjects of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106statements. (m) The Borrower’s purposes, character, activities, and methods of operation have not changed since its organization and are not different from the purposes, character, activities and methods of operation contemplated at the time of its determination by the Internal Revenue Service to be an organization described in Section 501(c)(3) of the Code; the Borrower is has not engaged in the business and will not divert any part of extending credit its corpus or income for a purpose or purposes other than the purpose of purchasing or carrying margin stock (purposes for which it is organized or operated; the Borrower has not operated, and will not operate, in a manner that would result in it being classified as an “action” organization within the meaning of Regulation U issued by the Board of Governors Section 1.501(c)(3)-(1)(c)(3) of the Federal Reserve System)Regulations, including, but not limited to, promoting or attempting to influence legislation by propaganda or otherwise as a substantial part of its activities; none of its directors, officers, or any related Persons, or any other Person having a private or professional interest in the Borrower’s activities has acquired or received, nor will such Persons be allowed to acquire or receive, directly or indirectly, any of the Borrower’s goods, services, income or assets, without fair compensation or consideration received in exchange therefor; it has not received any indication or notice to the effect that the Borrower’s exemption from federal income taxation under Section 501(c)(3) of the Code has been revoked or modified, or that the Internal Revenue Service is considering revoking or modifying such exemption, and no proceeds such exemption is still in full force and effect; the Borrower has not devoted and will not devote more than an insubstantial part of any Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others for the its activities in furtherance of a purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (other than an exempt purpose within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%Section 501(c)(3) of the value Code; and the Borrower has not taken any action, nor knows of those assets any action that any other Person has taken, nor knows of the existence of any condition that would cause the Borrower and to lose its Subsidiaries which exemption from federal income taxation under Section 501(c)(3) of the Code or cause interest on the Tax-Exempt Bonds to be includable in the income of the recipients thereof for federal income tax purposes. As long as the Tax- Exempt Bonds are subject Outstanding, the Borrower will not take, permit to any limitation on sale or pledgebe taken, fail to take, or permit to fail to be taken, any other restriction hereunderaction that would cause the interest on the Tax-Exempt Bonds to become includable in the gross income of the owners of the Tax-Exempt Bonds for federal income tax purposes. (n) Neither The Borrower shall not use (or permit the Borrower nor use of) any proceeds of its Subsidiaries isthe Tax- Exempt Bonds, or after any income from the making investment thereof or any property financed or refinanced with such proceeds or income, in any trade or business carried on by any Person that is not an Exempt Person or in any unrelated trade or business, as defined in Section 513(a) of the Code, of an Exempt Person or permit the direct or indirect loan of any Revolving Credit Advance such proceeds, income, or property to any Person other than an Exempt Person or to any Person that is an Exempt Person for use in an unrelated trade or business, as defined in Section 513(a) of the application Code, if the amount of such proceeds, income, or property so used or loaned or portions thereof so used in the aggregate, when added to the cost of issuance financed directly or indirectly with the Tax-Exempt Bond proceeds, exceeds 5% of the proceeds of the Tax-Exempt Bonds. (o) Except as provided in the Master Indenture of Trust, Indenture and this Loan Agreement, the Borrower shall not pledge or repayment thereofotherwise encumber, or permit the consummation pledge or encumbrance of, any money, investment, or investment property as security for payment of any amounts due under this Loan Agreement and shall not establish any segregated reserve or similar fund for such purpose and shall not prepay any such amounts in advance of the redemption date of an equal principal amount of the Bonds. (p) The Borrower has made and shall continue to make all required contributions to all employee benefit plans, if any, and Borrower has no knowledge of any material liability which has been incurred by the Borrower and remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any multi-employer plan, and each such plan has been administered in compliance with its terms and the applicable provisions of ERISA and any other federal or state law. (q) The Borrower has no known material contingent liabilities, and has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Borrower is a party or by which the Borrower is otherwise bound, other than obligations incurred in connection with the ownership and operation of the Facilities incurred in the ordinary course of business, none of which constitutes indebtedness for borrowed money. (r) The Borrower has not entered into this transaction or any Borrower Document with the actual intent to hinder, delay, or defraud any creditor and the Borrower has received reasonably equivalent value in exchange for its obligations under the Borrower Documents. Giving effect to the transactions contemplated herebyby the Borrower Documents, will bethe fair saleable value of the Borrower’s assets exceeds and will, required immediately following the execution and delivery of the Borrower Documents, exceed the Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Borrower Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be registered as an “investment company”, payable on or an “affiliated person” of, or “promoter” or “principal underwriter” for, in respect of obligations of the Borrower). (s) The Borrower is not (1) an “investment company” (or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended); (2) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (3) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money. (ot) Neither The Borrower reasonably believes that the Gross Revenues will be sufficient (without any other borrowing) during the term of the Loan to pay the principal of, prepayment premium, if any, and interest on the Loan. (u) The Borrower nor has not applied for the Authority’s assistance in financing the Loan for the purpose of covering any Subsidiary long-term budget deficit or shortfall in operating funding of the Borrower or any of the Members of the Obligated Group. (iv) is a person named All representations, warranties and certifications made by the Lessee or the Borrower in connection with the delivery of the Bonds on the list Closing Date, including, but not limited to, those representations, warranties and certifications contained in any certificate or agreement concerning the exclusion of “Specially Designated Nationals” or “Blocked Persons” maintained interest on the Tax-Exempt Bonds from gross income for purposes of federal income taxation executed by The Office of Foreign Assets Control the Borrower, are true, correct, and complete in all material respects as of the United States Department Closing Date. (w) The Borrower or the Landlords, as applicable, have and will have title to or a leasehold estate in the Facilities sufficient to carry out the purposes of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is this Loan Agreement and Leases; (x) an agency of The Borrower is a “participating party” as defined in the government of a countryAct, (y) an organization controlled by a countryand the acquisition, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlconstruction, or as otherwise published from time to timeexpansion, as such program may be applicable to such agencyremodeling, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such countryrenovation, agencyimprovement, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.furnis

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DECO and MichCon, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092008, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated May 17, 2011, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092012, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof and as of each Disbursement Date as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware. (b) The executionBorrower is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been furnished to the Lender and remain in full force and effect with no defaults outstanding thereunder. (c) The Borrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. (d) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary for the conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powersits obligations thereunder, have been duly authorized by all necessary corporate action, obtained and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrowerare in full force and effect. (ce) No consentEach Financing Document has been duly authorized, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of constitutes the Notes when delivered hereunder will be, the legal, valid and legally binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors creditors’ rights generally. , and (eii) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, applicable equitable principles (whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding at the dates and for the periods therein indicated, all law or in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsequity). (f) There is no pending No Default or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower Event of Default (or any other default or event of its Significant Subsidiaries before default, however described) has occurred under any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse EffectFinancing Documents. (g) The operations and properties Neither the entering into any of the Borrower and each Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the Significant Subsidiaries comply in all material respects with all terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement or to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, rule or regulation applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectits assets. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in or the business subject of extending credit for any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors knowledge of the Federal Reserve System)Borrower, threatened before any court or arbitrator or before or by any Government Authority against the Borrower, and no proceeds the Borrower is not aware of any Revolving Credit Advance will be used facts likely to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject give rise to any limitation on sale or pledge, or any other restriction hereundersuch proceedings. (ni) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the The Borrower (i) is a person named on the list capable of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmlpaying its debts as they fall due, or is not unable and has not admitted its inability to pay debts as otherwise published from time to time; or they fall due, (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, not bankrupt or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC insolvent and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or operating income from investments in or transactions with any such countryrevenues. (j) No Lien exists on Borrower’s property, agency, organization or person. Neither the Borrower nor any Subsidiary except for Permitted Liens. (k) The obligation of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments topayment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such country, agency, organization, or personpayment. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, Notes are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) applicable law or any material contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a partythis Agreement or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when executed and delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to except as the effect of same may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors creditors’ rights generally, or by general principles of equity. (e) The Audited Statements consolidated balance sheet of the BorrowerBorrower and its Consolidated Subsidiaries as at December 31, 2010 and the related consolidated statements of income, cash flow and retained earnings of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by a report of PricewaterhouseCoopers LLP, independent registered public accounting firm, copies of which have been furnished to each LenderBank, fairly present, in all material respects, present the consolidated financial condition of the Borrower and its Consolidated financial condition, Subsidiaries as at such date and the consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Consolidated Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied (except for mandated changes in accounting disclosed in such financial statements). Except as set forth in effect on the SEC Reports or otherwise disclosed to each of the Banks in writing prior to the date of such Audited Statements. Since hereof, since December 31, 2009, 2010 there has been no Material Adverse Change, except as shall have been disclosed or contemplated ; provided that the representation made in the SEC Reportslast sentence of this Section 4.01(e) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an increase of the Commitments pursuant to Section 2.14(a) or an extension of the Termination Date pursuant to Section 2.15(a). (f) There is no pending or (to the knowledge of the Borrower) threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator NYDOCS01/1619389.2 that (i) could be is reasonably likely to have a Material Adverse Effect, other than as disclosed in the SEC Reports or on Schedule 4.01(f) (the “Disclosed Litigation”), and there has been no change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in the SEC Reports or on Schedule 4.01(f) which is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or Guaranty; provided that the consummation representation made in clause (i) of this Section 4.01(f) shall only be made (or deemed made) on the Closing Date and on each date on which the Borrower shall request an extension of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on Termination Date pursuant to Section 2.15(a). (g) None of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance will be used in such manner as to purchase or carry cause any margin stock or Lender to extend credit to others for be in violation of such Regulation U. (h) The Borrower and each Subsidiary are in compliance in all material respects with the purpose requirements of purchasing or carrying all applicable laws, rules, regulations and orders of any margin stock; and after applying governmental authority, non-compliance with which would have a Material Adverse Effect. (i) In the proceeds ordinary course of each Revolving Credit Advance hereunderits business, margin stock the Borrower conducts reviews (within the meaning which reviews are in varying stages of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%implementation) of the value effect of those assets Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs. On the basis of these reviews, the Borrower has reasonably concluded that Environmental Laws are subject unlikely to any limitation on sale or pledge, or any other restriction hereunderhave a Material Adverse Effect. (nj) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that is reasonably likely to result in a Material Adverse Effect. (k) The most recently filed Schedule SB (Actuarial Information) annual report (Form 5500 Series) for each Plan was complete and accurate in all material respects and fairly presented the funding status of such Plan as of the date of such Schedule SB, and since the date of such Schedule SB, there has been no change in such funding status which is reasonably likely to have a Material Adverse Effect. (l) Neither the Borrower nor any of its Subsidiaries isERISA Affiliates has incurred, or after is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan which is reasonably likely to have a Material Adverse Effect. (m) Neither the making Borrower nor any of any Revolving Credit Advance its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization, insolvent or has been terminated, within the application meaning of Title IV of ERISA, or has been determined to be in “endangered” or “critical” status within the meaning of Section 432 of the proceeds Code or repayment thereofSection 305 of ERISA, which in any case would be reasonably likely to have a Material Adverse Effect, and no such Multiemployer Plan is reasonably expected NYDOCS01/1619389.2 to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, or to be in endangered or critical status, which in any case would be reasonably likely to have a Material Adverse Effect. (n) Except as set forth in the consummation financial statements described in Section 4.01(e) or delivered pursuant to Section 5.01(e), the Borrower and its Subsidiaries have no material liability with respect to “expected postretirement benefit obligations” within the meaning of any Statement of the other transactions contemplated herebyFinancial Accounting Standards No. 106. (o) The Borrower and each Subsidiary have filed all material tax returns (Federal, will be, state and local) required to be registered as filed and paid all taxes shown thereon to be due, including interest and penalties other than those not yet delinquent and except for those contested in good faith, or provided adequate reserves for payment thereof. (p) The Borrower is not an “investment company”, or an a company “affiliated personcontrolled” of, or “promoter” or “principal underwriter” for, by an “investment company” (”, within the meaning of the Investment Company Act of 1940, as amended). (oq) Neither 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 and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower nor and its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers and employees, are in compliance with Anti-Corruption Laws, except to the extent the failure to do so would not have a Material Adverse Effect, and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower (i) is a person named on the list or such Subsidiary, any of “Specially Designated Nationals” their respective directors, officers or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, employees or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary agent of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor 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 is intended to be used for the purpose of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under violating any Anti-Money Laundering Laws, Corruption Law or (iii) has had any in violation of its funds seized or forfeited in an action under any Anti-Money Laundering Lawsapplicable Sanctions.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement, the Loan Documents Tender Offer Documentation and the Notes, if any, to which it is a partybe delivered by it, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents), (ii) applicable law or (iii) any contractual restriction contract or instrument binding on the Borrower or affecting any of its properties or assets that is material to the BorrowerBorrower and its Subsidiaries, taken as a whole. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document this Agreement, the Tender Offer Documentation or the Notes, if any, to which it is a partybe delivered by it. (d) This Agreement has and the Tender Offer Documentation have been, and each of the Notes Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly executed and delivered by the Borrower. This The Tender Offer Documentation remains in full force and effect. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, each of this Agreement and the Tender Offer Documentation is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their its respective terms, subject to the effect of any applicable (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or similar law affecting creditors rights generallyat law. (e) The Audited Statements Consolidated balance sheet of the BorrowerBorrower and its Subsidiaries as at May 31, 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended dated May 31, 2003, copies of which have been furnished to each Lender, fairly present, in all material respects, present the Consolidated financial condition, condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the relevant Persons Borrower and entities, as at the dates and its Subsidiaries for the periods therein indicatedperiod ended on such date, all in accordance with generally accepted accounting principles GAAP consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportsapplied. (f) There is no pending or (to the knowledge of the Borrower) threatened action, suit, investigation, litigation investigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) could be that is reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) that purports to affect the legality, validity or enforceability of this Agreement or any Loan Document Note or the consummation of the transactions contemplated hereby. (g) Since May 31, and 2003, there has been no adverse change in the status or financial effect on not occurred any Material Adverse Effect which is continuing. (h) None of the Borrower or any of its Significant SubsidiariesSubsidiaries is an Investment Company, of the Disclosed Litigation from that disclosed or contemplated as such term is defined in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties Investment Company Act of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits1940, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Planamended. (i) Schedule B (Actuarial Information) to No part of the most recent annual report (Form 5500 Series) for each Plan, copies proceeds of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change any Advances will be used in such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of manner that would result in a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System), and no as in effect. (j) The proceeds of any Revolving Credit Advance will the Advances shall 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of Borrower in order to either (i) finance the Federal Reserve SystemAcquisition and related fees and expenses, for working capital purposes and other general corporate purposes or (ii) constitutes less than twenty-five percent “back stop” commercial paper issued to finance the Acquisition, for working capital purposes and other general corporate purposes. (25%k) of the value of those assets No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 3.01(f)(v) and its Subsidiaries subsection 5.01(i) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are subject or will be made, not misleading, except to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse Effect; provided that with respect to any limitation projected financial information, the Borrower represents only that such information has been (or will be) prepared in good faith based on sale assumptions believed to be reasonable at the time. (l) The Borrower is in compliance with all material provisions of ERISA, except to the extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (m) The claims of the Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in relation to bankruptcy, insolvency, liquidation or pledge, or any other restriction hereundersimilar events. (n) Neither The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower nor and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material assessment received by the Borrower or any of its Subsidiaries isSubsidiaries, or after the making except in respect of any Revolving Credit Advance or the application of the proceeds or repayment thereofsuch taxes, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940if any, as amended)are being contested in good faith and by proper proceedings and to which appropriate reserves are being maintained. (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. (e) The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 20092021, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) 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 court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (ji) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanPlan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Revolving Credit Advance Extension 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; and after applying the proceeds of each Revolving Credit Advance Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower nor 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 of the Borrower (i) is a person named on or, to the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control knowledge of the United States Department Borrower or such Subsidiary, any of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.htmltheir respective directors, officers or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a countryemployees, or (zb) a person resident in a country that is subject to a sanctions program identified on the list maintained by knowledge of the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.htmlBorrower, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary 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, use the of proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, other transaction contemplated by this Agreement will violate Anti-Corruption Laws or make any payments to, any such country, agency, organization, or personapplicable Sanctions. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Anti- Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. (q) The Borrower is not an Affected Financial Institution. (r) As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower and each Principal Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has the requisite corporate (or similar) power and authority to own its property and assets and to carry on its business as now conducted and is qualified to do business in every jurisdiction where, because of the nature of its business or property, such qualification is required, except where the failure so to qualify would not have a material adverse effect on the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Subsidiaries taken as a whole. The Borrower has the requisite power to execute, deliver and perform its obligations under the Loan Documents and to borrow hereunder. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and by the consummation of the transactions contemplated hereby and thereby, Borrower are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter certificate of incorporation or by-laws or any law or legal restriction or (ii) law or any contractual restriction binding on or affecting the BorrowerBorrower or its properties or its Principal Subsidiaries or their respective properties. (c) No consentExcept as disclosed in the Disclosure Documents, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by neither the Borrower nor any of its Principal Subsidiaries is in violation of any Loan Document law or in default with respect to which it is any judgment, writ, injunction, decree, rule or regulation (including any of the foregoing relating to environmental laws and regulations) of any court or governmental agency or instrumentality where such violation or default would reasonably be expected to have a partymaterial adverse effect on the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Subsidiaries, taken as a whole. (d) This Agreement has beenAll Governmental Approvals referred to in clause (i) of the definition of “Governmental Approval” have been duly obtained or made and are in full force and effect, and all applicable periods of time for review, rehearing or appeal with respect thereto have expired. The Borrower and each Subsidiary thereof has obtained or made all Governmental Approvals referred to in clause (ii) of the Notes definition of “Governmental Approval”, except (A) those that are not yet required but that are obtainable in the ordinary course of business as and when delivered hereunder will have beenrequired, duly executed (B) those the absence of which would not materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and delivered by its Subsidiaries, taken as a whole, and (C) those that the Borrower or any such Subsidiary, as the case may be, is diligently attempting in good faith to obtain, renew or extend, or the requirement for which the Borrower. This Agreement is, or any such Subsidiary, as the case may be, is contesting in good faith by appropriate proceedings or by other appropriate means, in each case described in clause (C) above, except as is disclosed in the Disclosure Documents, such attempt or contest, and each any delay resulting therefrom, is not reasonably expected to have a material adverse effect on the financial condition, properties, prospects or operations of the Notes when delivered hereunder will beBorrower or of the Borrower and its Subsidiaries, taken as a whole, or to magnify to any significant degree any such material adverse effect that would reasonably be expected to result from the absence of such Governmental Approval. (e) The Loan Documents are legal, valid and binding obligation obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, ; subject to the effect qualification, however, that the enforcement of any applicable bankruptcy, insolvency, reorganization, moratorium 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 considered in a proceeding in equity or similar law affecting creditors rights generallyat law). (ef) The Audited Statements of the BorrowerFinancial Statements, copies of which have been furnished provided to the Administrative Agent and each LenderBank, fairly present, present in all material respects, respects the Consolidated consolidated financial condition, condition and results of operations and cash flows of the relevant Persons Borrower and entities, as its Subsidiaries at the dates and for the periods therein indicatedperiod ended on the date thereof, all and have been prepared in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statementsapplied. Since December 31, 20092011, there has been no Material Adverse Changematerial adverse change in the consolidated financial condition, operations, properties or prospects of the Borrower or of the Borrower and its Subsidiaries, taken as a whole, except as shall have been disclosed or contemplated in the SEC ReportsDisclosure Documents. (fg) There is no pending or known threatened action, suitlitigation, investigation, litigation action or proceeding, proceeding (including, without limitation, any Environmental Action, action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower Borrower, any Principal Subsidiary thereof or any of its Significant Subsidiaries their respective properties before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed that affects or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would materially adversely affect the consummation financial condition, properties, prospects or results of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on operations of the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. (g) The operations and properties of the Borrower and each its Subsidiaries, taken as a whole, except, for purposes of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or this clause (ii) cause any only, such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectas is described in the Disclosure Documents. (h) No ERISA Plan Termination Event has occurred or is reasonably expected to occur with respect to any Plan. (i) ERISA Plan or any ERISA Multiemployer Plan that would materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Subsidiaries, taken as a whole. Since the date of the most recent Schedule B (Actuarial Information) to the most recent annual report of each such ERISA Plan (Form 5500 Series), (i) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in the funding status of the ERISA Plans referred to therein, and (ii) no “prohibited transaction” (as defined in Section 4975 of the Code, and in ERISA) has occurred with respect thereto that, singly or in the aggregate with all other “prohibited transactions” and, in the case of each of clauses (i) and (ii) hereof, after giving effect to all likely consequences thereof, would be reasonably expected to have a material adverse effect on the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Subsidiaries, taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan. (i) The Borrower and each Principal Subsidiary thereof has good and marketable title (or, in the case of personal property, valid title) or valid leasehold interests in its assets, except for (i) minor defects in title that do not materially interfere with the ability of the Borrower or such funding statusPrincipal Subsidiary to conduct its business as now conducted and (ii) other defects that, either individually or in the aggregate, do not materially adversely affect the financial condition, properties, prospects or operations of the Borrower or of the Borrower and its Subsidiaries, taken as a whole. All such assets and properties are free and clear of any Lien, other than Liens permitted under Section 7.02(a). (j) Neither All outstanding shares of capital stock having ordinary voting power for the election of directors of the Borrower nor have been validly issued and are fully paid and nonassessable, and at least 85% of such shares are owned beneficially by NU, free and clear of any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer PlanLien. (k) Neither The Borrower and each of its Principal 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 nor any ERISA Affiliate or such Principal Subsidiary is contesting in good faith an assertion of liability based on such returns, has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is provided adequate reserves in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISAaccordance with generally accepted accounting principles for payment thereof. (l) Except as set forth No exhibit, schedule, report or other written information provided by or on behalf of the Borrower or its agents to the Administrative Agent or the Banks in connection with the financial statements referred to in subsection negotiation, execution and closing of the Loan Documents (e) aboveincluding, without limitation, the Borrower and its Subsidiaries have no Financial Statements) knowingly contained when made any material liability with respect misstatement of fact or knowingly omitted to “expected post retirement benefit obligations” within state any material fact necessary to make the meaning statements contained therein not misleading in light of Statement of Financial Accounting Standards No. 106the circumstances under which they were made. (m) All proceeds of the Advances shall be used (i) for the general corporate purposes of the Borrower, including to provide liquidity support for the Borrower’s commercial paper, and (ii) to provide liquidity to the NU System Money Pool. No proceeds of any Advance will be used in violation of, or in any manner that would result in a violation by any party hereto of, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System or any successor regulations. The Borrower (A) is not an “investment company” within the meaning ascribed to that term in the Investment Company Act of 1940 and (B) is not engaged in the business of extending credit for the purpose of purchasing 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 Revolving 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; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither The Borrower and each Principal Subsidiary thereof has obtained the Borrower nor any of its Subsidiaries isinsurance specified in Section 7.01(c), or after and the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended)same is in full force and effect. (oi) Neither the Borrower nor any Subsidiary The assets, at a fair valuation, of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to timeexceed its debts; or (ii) is (x) an agency of the government of a countryBorrower has not incurred and does not intend to incur, (y) an organization controlled by a countryand does not believe that it will incur, or (z) a person resident in a country that is subject debts beyond its ability to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, pay such debts as such program may be applicable to such agency, organization or persondebts mature; or and (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances have sufficient capital with which to finance conduct its business. As used in this paragraph, “debt” means any operationsliability on a claim, investments and “claim” means (A) any right to payment from such person, whether or activities innot such a right is reduced to judgment against such person, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, unsecured or (iiiB) has had any right to an equitable remedy for breach of its funds seized performance by such person if such breach gives rise to a payment from such person, whether or forfeited not such right to an equitable remedy is reduced to judgment against such person, whether fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of unliquidated, contingent, unmatured or disputed liabilities of any person at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an action under any Anti-Money Laundering Lawsactual or matured liability.

Representations and Warranties of the Borrower. The Borrower ---------------------------------------------- represents and warrants to, and covenants with the Lender, that, as followsof the Closing Date, except as set forth on the Disclosure Schedule: (a) Exhibit G hereto sets forth the organizational structure of the --------- Borrower, and the equity interests and holders therein. The Borrower is a corporation duly organized, limited partnership validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its incorporationbusiness or location of the Properties requires it to be so qualified; the General Partner is a corporation validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its business or location of the Properties requires it to be so qualified. Neither the General Partner nor the Borrower has engaged in any business unrelated to the ownership of the Properties. Neither the General Partner nor the Borrower has assets other than those related to the Properties. The Subsidiary is a limited liability company validly existing and in good standing under the laws of the State of Delaware and will be qualified to do business in Louisiana as soon as possible after the Closing Date; the Managing Member is a corporation validly existing and in good standing under the laws of the state of Delaware. The Subsidiary was organized in March 1996 and since such date has not engaged in any business unrelated to the ownership of the Residence Inn by Marriott located in Bossier City, Louisiana. All of the capital stock of the Managing Member and 99% of the membership interests in the Subsidiary is held of record and beneficially by the Borrower. (b) The Borrower has, and at relevant times has had, the requisite power and authority to own its assets and conduct its business, to execute and deliver each of the Transaction Documents and all Operational Agreements to which the Borrower is a party and to carry out the transactions contemplated thereby. (c) The execution, delivery and performance by the Borrower of (i) each of the Loan Transaction Documents and (ii) the Operational Agreements to which it the Borrower is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, party have been duly and validly authorized by all necessary corporate action, actions and do not contravene (i) proceedings on the part of the General Partner and the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to further approvals or filings of any kind, including, without limitation, any approval of or filing with, with any Governmental Authority or regulatory body or any other third party is Authority, are required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is as a partycondition thereto. (d) This Agreement has been, Neither the execution and delivery of each of the Notes when delivered hereunder Transaction Documents and the Operational Agreements, nor the fulfillment of or compliance with the terms and conditions thereof: (i) will have beenconflict with or result in any breach or violation of any law, rule or regulation issued by any Governmental Authority, or any judgment or order applicable to the Borrower, the General Partner, the Subsidiary or the Managing Member or to which the Borrower, the General Partner, the Subsidiary or the Managing Member or any of the Properties or the Subsidiary Inn are subject; (ii) will conflict with or result in any breach or violation of, or constitute a default under, any of the provisions of the Amended and Restated Agreement of Limited Partnership of the Borrower, the Restated Certificate of Incorporation of the General Partner, the Limited Liability Company Agreement of the Subsidiary or the Certificate of Incorporation of the Managing Member or any agreement or instrument to which the Borrower, the General Partner, the Subsidiary or the Managing Member is a party or to which the Borrower, the General Partner the Subsidiary or the Managing Member or any of the Properties is subject; or (iii) will result in or require the creation of any Lien on any of the Properties or the Subsidiary Inn, except Permitted Exceptions. (e) Each of (i) the Transaction Documents and (ii) the Operational Agreements to which the Borrower is a party, and, to the Best Knowledge of the Borrower, each of the Operational Agreements, if any, to which the Borrower is not a party, has been duly executed and delivered by the Borrower. This Agreement is, Borrower and each to the Best Knowledge of the Notes when delivered hereunder will beBorrower, the other parties thereto and constitutes the legal, valid and binding obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, its terms subject to the effect effects of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or similar law affecting creditors creditors' rights generally. generally and general equitable principles (e) The Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, whether considered in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as a proceeding in equity or at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reportslaw). (f) There is no Action pending to which the Borrower, the General Partner, the Subsidiary or threatened actionthe Managing Member is a party or to which any Property is subject, suitdirectly or indirectly, investigationand, litigation or proceeding, including, without limitation, any Environmental Action, affecting to the Best Knowledge of the Borrower or any of its Significant Subsidiaries before any courtand, governmental agency or arbitrator that (i) could be reasonably likely based on a certification to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiariesby the Manager, of the Disclosed Litigation from that disclosed Manager, no such Action is threatened or contemplated by any Person, in the SEC Reports each case, other than an Action that could be reasonably likely to have a Material Adverse Effectdoes not involve an amount in controversy in excess of $25,000. (g) The operations and properties of Neither the Borrower nor the Subsidiary has received notice of, and each does not have any knowledge of, any violations of any Legal Requirements affecting any Property or the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permitsconstruction, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations development, use, operation, maintenance or costsmanagement thereof, except as disclosed or contemplated set forth in the SEC Reports, Exhibits and no circumstances exist that could be reasonably likely Schedules to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effectthis Agreement. (h) No ERISA Event Neither the Borrower, the General Partner, the Subsidiary nor the Managing Member has occurred or any subsidiaries, except that the Borrower is reasonably expected to occur with respect to any Plana 99% member of the Subsidiary and the 100% shareholder of the Managing Member and the Managing Member is a 1% member of the Subsidiary. (i) Schedule B (Actuarial Information) to Except for the most recent annual report (Form 5500 Series) for each PlanDebt, copies of which have been filed with since September 20, 1988, the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and Borrower has not incurred Indebtedness other than Purchase Money Security Interests; since the its date of such Schedule B there formation, the Subsidiary has been no material adverse change in such funding statusnot incurred any Indebtedness. (j) Neither the Borrower nor the Subsidiary has any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Planemployees. (k) Neither True and complete copies of the Operational Agreements (including all amendments, agreements, side letters and all other material documents relating thereto other than those effected in the ordinary course of business and which individually or in the aggregate do not have an Individual Material Adverse Effect) have been made available to the Lender; each such agreement is unmodified and in full force and effect; to the Best Knowledge of the Borrower, there is no default by any party thereunder; and no event has occurred and is continuing which, with the passage of time and/or the giving of notice, would constitute a default or event of default by the Borrower thereunder in such circumstances that such default or event of default might have an Individual Material Adverse Effect. All necessary consents to the transactions described in the Transaction Documents required by such agreements have been obtained. Since its inception, neither the Borrower nor the General Partner has entered into any ERISA Affiliate has been notified by agreements or obligations other than the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within Transaction Documents and the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISAOperational Agreements. (l) Except as set forth All necessary governmental consents, if any, to the transactions described in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries Transaction Documents have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106been obtained. (m) The Borrower is not engaged in the business of extending credit Operating Budget annexed hereto as Exhibit H contains all --------- anticipated operating expenses for the purpose of purchasing 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 Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others Properties for the purpose of purchasing or carrying any margin stock; year ending December 31, 1996. The Capital Budget annexed hereto as Exhibit I contains all --------- anticipated Capital and after applying FF&E Expenditures for the proceeds of each Revolving Credit Advance hereunderProperties for the year ending December 31, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder1996. (n) All Permits material to the operations of each Property have been obtained and are in full force and effect. (o) Each Property has available to it adequate parking to comply with all Legal Requirements and to permit the operation of the Property as a hotel conforming to at least the standards applicable to Residence Inn by Marriott and is in compliance with the Management Agreement. (p) Neither the Borrower nor the Subsidiary is subject to any United States or state income, unincorporated business, capital, franchise or similar gross income or income based taxes. (i) Neither the Borrower, any ERISA Affiliate of the Borrower, the Subsidiary nor any ERISA Affiliate of the Subsidiary maintains, sponsors, contributes to or is obligated to contribute to, or during the five (5) years ending on the date of the execution and delivery of this Agreement, has maintained, sponsored, contributed to or was obligated to contribute to, any Plan. (ii) The Borrower does not, and is not obligated to, maintain, sponsor or contribute to any Welfare Plan. (iii) The assets of the Borrower are not nor are they deemed "plan assets", whether by operation of law or under regulations promulgated under ERISA. (r) The Borrower (1) has not entered into any Transaction Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for its obligations under the Transaction Documents. The fair saleable value of the Borrower's assets is greater than the Borrower's probable liabilities, including the maximum amount of its Subsidiaries iscontingent liabilities or its debts as such debts become absolute and matured. The Borrower's assets do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower). (s) Neither the Borrower nor the Subsidiary has sustained any loss or interference with its business from fire, explosion, flood or other calamity, or after from any labor dispute or governmental action, order or decree, nor has there been any material adverse change, nor any other development or event that, in each case, may have an Individual Material Adverse Effect. (t) The Security Documents, when duly executed and delivered, and (to the making of any Revolving Credit Advance extent required or contemplated) filed or recorded, will create a valid and enforceable first priority perfected security interest in the application Borrower's right, title and interest in and to the rights and properties described therein, as to which perfection may be effected by such filing or recording, for the benefit of the proceeds or repayment thereofLender, or the consummation of any of the other transactions contemplated hereby, will be, required subject only to be registered as Permitted Exceptions. (u) The Borrower is not (1) an “"investment company”, " or a company "controlled" by an “affiliated person” of, or “promoter” or “principal underwriter” for, an “"investment company” (," within the meaning of the Investment Company Act of 1940, as amended). , (o2) Neither a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the Borrower nor any Subsidiary meaning of the Borrower Public Utility Holding Company Act of 1935, as amended, nor (i3) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.