Common use of Comprised of Clause in Contracts

Comprised of. Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. [Type of Swing Line Loan requested requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period of __________ months. The Swing Line Borrowing Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) 2.01 of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: _____________________________________ Name: ___________________________________ Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 ___________________________________ FOR VALUE RECEIVED, the undersigned undersigned, GILEAD SCIENCES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns _____________________ (the “Lender”) or its registered assigns permitted by the Agreement (as hereinafter defined), in accordance with the provisions of the Credit Agreement (as hereinafter defined) Agreement, the principal amount of each Loan [_________________] ($[__________]), or, if less, the aggregate unpaid principal amount of all outstanding Loans from time to time made by the Lender to the Borrower under that certain Term Loan Facility Credit Agreement, dated as of November 13January 12, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each outstanding Loan of the Borrower from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunderunder the Agreement, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made part, without premium or penalty, subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereofprovided therein. During the continuance of If one or more of the Events of Default specified in the Credit AgreementAgreement occurs and is continuing, all amounts then remaining unpaid on this Note shall becomebecome under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender to the Borrower shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and to the Borrower, payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: ______________________________________ Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Facility Credit Agreement, dated as of November 13January 12, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersGilead Sciences, L.P. and Midcoast OperatingInc., L.P. a Delaware corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to Section 6.02 of the Agreement, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the an authorized officer of the General PartnerBorrower as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Filed [Attached hereto as Schedule 1] [Included in the Borrower’s most recent periodic reports filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , SEC] are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the Parent fiscal year of the Borrower and its Subsidiaries ended as of the above date, together with the report of a Registered Public Accounting Firm required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotessection. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Filed [Attached hereto as Schedule 1] [Included in the Borrower’s most recent periodic reports filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 SEC] are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower and its Subsidiaries ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are . Such unaudited financial statements for the fiscal quarter ended as of the above datefairly present, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present in all material respects, the financial condition, results of operations operations, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP GAAP, as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable reasonably detailed review of the transactions and financial condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to To the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it it, and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default has occurred and its nature is continuing, other than as set forth below: Covenants or conditions not performed or observed: [none] Nature and status:status of any Default or Event of Default: [none]

Comprised of. Type ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate 1 days/mos $ (- +) % 2 days/mos $ (- +) % 3 days/mos $ (- +) % * Expressed in multiples of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements 1/100th of the provisos to the first sentence of Section 2.04(a) of the Agreementa basis point. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership ByContact Person: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company Telephone: By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership ByThe offers made above are hereby accepted in the amounts set forth below: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company $ $ $ By: Name: Title: ] $ Date: Date: , 20 FOR VALUE RECEIVEDTo: Bank of America, the undersigned (the “Borrower”)N.A., hereby promises as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 1317, 2013 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among Starbucks Corporation, a Washington corporation (the Borrowers (as therein defined“Company”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Swing Line Lender and L/C Issuer and Issuer. The undersigned hereby requests a Swing Line LenderLoan: 1. On (a Business Day on which the funds will be available to the Company). 2. In the amount of $ . The Borrower Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. By: Name: Title: , 20 FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of November 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Company promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall will be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall will bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall will become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall will be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The BorrowerCompany, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership ByFinancial Statement Date: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 1317, 2013 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersStarbucks Corporation, L.P. and Midcoast Operating, L.P. a Washington corporation (collectively, the “BorrowersCompany”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Swing Line Lender and L/C Issuer and the Swing Line LenderIssuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following for fiscal year-end financial statements]: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Borrower Agreement for the fiscal year of the Company ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]section. 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Company performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:and

Comprised of. [Type of Swing Line 2015 Term Loan requested requested, converted or continued] 5. For Eurocurrency Rate Loans: with an Interest Period of months. The Swing Line Borrowing 2015 Term Loan Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) 2.02 of the Agreement. [MIDCOAST ENERGY PARTNERSHOST HOTELS & RESORTS, L.P., a Delaware limited partnership L.P. By: Midcoast HoldingsHost Hotels & Resorts, L.L.C., its general partner, a Delaware limited liability company By: Inc. Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the [the][each, a]2 “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of November 13September 10, 2013 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Host Hotels & Resorts, L.P., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Collateral Agent, L/C Issuer and Swing Line Lender. The [The][Each] Borrower promises to pay interest on the unpaid principal amount of each Loan [made to such Borrower] from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.05 of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Company Guaranty, the Subsidiaries Guaranty and is guaranteed as provided in the Credit Agreement and other Loan Security Documents. Reference is hereby made to Upon the Credit Agreement occurrence and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The [The][Each] Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. Type Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid or Eurodollar Margin Bid* [REVOLVING A LENDER] THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: Bid Loan No. Principal Amount Accepted PARAMOUNT GROUP OPERATING PARTNERSHIP LP 1. On (a Business Day). 2. In the amount of Swing Line Loan requested $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.06(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Revolving A Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 1324, 2013 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers Borrower, Paramount Group, Inc., a Maryland corporation (as therein definedthe “REIT”), certain subsidiaries of the Subsidiary Guarantors REIT from time to time party thereto, as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Agent and Swing Line Lender, and the financial institutions party thereto as L/C Issuers. The Borrower promises to pay interest on the unpaid principal amount of each Revolving A Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the applicable per annum rate set forth in the Agreement. This Revolving A Note is one of the Revolving A Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving A Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving A Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving A Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving A Note and endorse thereon the date, amount and maturity of its Revolving A Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving A Note. THIS REVOLVING A NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving B Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 24, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Paramount Group, Inc., a Maryland corporation (the “REIT”), certain subsidiaries of the REIT from time to time party thereto, as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the financial institutions party thereto as L/C Issuers. The Borrower promises to pay interest on the unpaid principal amount of each Revolving B Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Revolving B Note is one of the Revolving B Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Revolving B Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranty. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving B Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving B Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving B Note and endorse thereon the date, amount and maturity of its Revolving B Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Revolving B Note. THIS REVOLVING B NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 1324, 2013 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersParamount Group Operating Partnership LP, L.P. and Midcoast Operating, L.P. a Delaware limited partnership (collectively, the “BorrowersBorrower”), Paramount Group, Inc., a Maryland corporation (the Subsidiary Guarantors “REIT”), certain subsidiaries of the REIT from time to time party thereto, as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swing Line Lender, an and the financial institutions party thereto as L/C Issuer and the Swing Line LenderIssuers. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [chief executive officer] [chief financial officer][treasurer][controller] of the General PartnerREIT, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerREIT, and that: [Use following for fiscal year-end financial statements]: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are The Borrower has delivered the year-end audited financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows ) of the Parent Borrower Agreement for the fiscal year of the REIT ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]section. 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the REIT ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows of the Parent Borrower REIT and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Loan Parties during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Loan Parties performed and observed all its their respective Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:and

Comprised of. [Type of Loan requested] With respect to such Borrowing of Swing Line Loan requested The Swing Line Borrowing requested herein Loans, the Borrower hereby represents and warrants that (i) such request complies with the requirements of the provisos first proviso to the first sentence of Section 2.04(a) of the AgreementCredit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing of Swing Line Loans. [MIDCOAST ENERGY PARTNERSENERGEN CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 201 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Borrower, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERSENERGEN CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), Reference is hereby promises made to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”) among Energen Corporation, an Alabama corporation (the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined“Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Swing Line LenderBorrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. The By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower promises to pay interest on and the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest ratesAdministrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such times as are specified payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder[NAME OF LENDER] By: Name: Title: Date: , such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. 20 Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among Energen Corporation, among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. an Alabama corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Swing Line Lenderparticipation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned Responsible Officer has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Energen Corporation, an Alabama corporation (the “Borrower”), the Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the date hereof “Credit Agreement”) among Energen Corporation, an Alabama corporation (the “Borrower”), the Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that he/she (i) it is the sole record owner of the General PartnerLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and that, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as such, he/she is authorized to execute and deliver this Certificate to described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent on and the behalf Borrower with IRS Form W-8IMY accompanied by one of the Parent following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20 For the fiscal quarter ended , 201 . I, , [Title] of Energen Corporation, an Alabama corporation (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of October 30, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Guarantors, the Lenders and thatBank of America, N.A., as Administrative Agent: [Use the following paragraph (a) for fiscal year-end financial statements.] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are (a) The Borrower has delivered the year-end audited financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows 7.01(a) of the Parent Credit Agreement for the fiscal year of the Borrower and its Subsidiaries in accordance ended as of the above date, together with GAAP as at the report thereon of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use the following paragraph (a) for fiscal quarter-end financial statements.] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are (a) The Borrower has delivered the unaudited consolidated financial statements required by Section 6.01(b7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such consolidated financial statements fairly present present, in all material respects, the financial condition, results of operations operations, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. (b) (select one): ¨ Attached hereto are such supplements to Schedule 6.13 (Subsidiaries) of the Credit Agreement, such that, as supplemented, such Schedule 6.13 is accurate and complete as of the date hereof. ¨ No such supplements are required at this time. Attached hereto as Schedule 1 are detailed calculations demonstrating compliance by the Loan Parties with the financial covenant contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above. This day of , 201 . ENERGEN CORPORATION, an Alabama corporation By: Name: Title: For the quarter/year ended (“Statement Date”) I. Consolidated Debt to Capitalization Ratio A. Consolidated Indebtedness $ B. Consolidated Indebtedness+ Consolidated Net Worth $ C. Consolidated Debt to Capitalization Ratio (A ÷ B) to 1.0 THIS JOINDER AGREEMENT (the “Agreement”), dated as of , 201__, is by and between , a (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of October 30, 2012, by and among Energen Corporation, an Alabama corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference. The Loan Parties are required by Section 7.13 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”. Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. 2. The undersigned has reviewed and is familiar with the terms address of the Agreement Subsidiary for purposes of all notices and has madeother communications is , or has caused to be made under his/her supervision, a reasonable review Attention of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statementsFacsimile No. ). 3. A review The Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the activities guaranty by the Subsidiary under Article IV of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under Credit Agreement upon the supervision execution of this Agreement by the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:Subsidiary.

Comprised of. [Type of Swing Line Term Loan requested The Swing Line Borrowing requested herein complies requested] 4. For Eurodollar Rate Loans: with the requirements an Interest Period of the provisos to the first sentence of Section 2.04(a) of the Agreementmonths. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company RESMED INC. By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] F or p er so na l u se o nl y EXHIBIT B FORM OF NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower“ Borrower ”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender“ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13April 4, 2013 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” “ Agreement ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of AmericaMUFG Union Bank, N.A., as Administrative Agent, an L/C Issuer Joint Lead Arranger and Swing Line LenderJoint Book Runner, HSBC Bank USA, National Association, as Joint Lead Arranger and Joint Book Runner and HSBC Bank Australia Limited, as Joint Lead Arranger and Joint Book Runner. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranty. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. F or p er so na l u se o nl THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company RESMED INC. By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time F or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:p er so na l u se o nl

Comprised of. [Type of Loan requested] With respect to such Borrowing of Swing Line Loan requested The Swing Line Borrowing requested herein Loans, the Borrower hereby represents and warrants that (i) such request complies with the requirements of the provisos first proviso to the first sentence of Section 2.04(a) of the AgreementCredit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing of Swing Line Loans. [MIDCOAST ENERGY PARTNERSALABAMA GAS CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 201__ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERSALABAMA GAS CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), Reference is hereby promises made to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”) among Alabama Gas Corporation, an Alabama corporation (the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined“Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Swing Line LenderBorrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. The By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower promises to pay interest on and the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest ratesAdministrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such times as are specified payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder[NAME OF LENDER] By: Name: Title: Date: , such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. 20 Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among Alabama Gas Corporation, among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. an Alabama corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Swing Line Lenderparticipation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned Responsible Officer has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Alabama Gas Corporation, an Alabama corporation (the “Borrower”), the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the date hereof “Credit Agreement”) among Alabama Gas Corporation, an Alabama corporation (the “Borrower”), the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that he/she (i) it is the sole record owner of the General PartnerLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and that, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as such, he/she is authorized to execute and deliver this Certificate to described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent on and the behalf Borrower with IRS Form W-8IMY accompanied by one of the Parent following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20 For the fiscal quarter ended , 201 . I, , [Title] of Alabama Gas Corporation, an Alabama corporation (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of October 30, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Lenders and thatBank of America, N.A., as Administrative Agent: [Use the following paragraph (a) for fiscal year-end financial statements.] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are (a) The Borrower has delivered the year-end audited financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows 7.01(a) of the Parent Credit Agreement for the fiscal year of the Borrower and its Subsidiaries in accordance ended as of the above date, together with GAAP as at the report thereon of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use the following paragraph (a) for fiscal quarter-end financial statements.] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are (a) The Borrower has delivered the unaudited consolidated financial statements required by Section 6.01(b7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such consolidated financial statements fairly present present, in all material respects, the financial condition, results of operations operations, shareholder’s equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused (b) (select one): ¨ Attached hereto are such supplements to be made under his/her supervision, a reasonable review of the transactions and condition Schedule 6.13 (financial or otherwiseSubsidiaries) of the Parent Borrower Credit Agreement, such that, as supplemented, such Schedule 6.13 is accurate and its Subsidiaries and Unrestricted Subsidiaries during complete as of the accounting period covered date hereof. ¨ No such supplements are required at this time. Attached hereto as Schedule 1 are detailed calculations demonstrating compliance by the attached Borrower with the financial statements. 3. A review covenant contained in Section 8.11 of the activities Credit Agreement as of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such end of the fiscal period has been made under referred to above. This day of , 201__. ALABAMA GAS CORPORATION, an Alabama corporation By: Name: Title: For the supervision of the undersigned with a view quarter/year ended (“Statement Date”) I. Consolidated Debt to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:Capitalization Ratio A. Consolidated Indebtedness $ __________________ B. Consolidated Indebtedness+ Consolidated Net Worth $ __________________

Comprised of. Type Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of the provisos to the first sentence 1/100th of Section 2.04(a) a basis point. Exhibit B-2-1 Form of the Agreement. Bid Request Contact Person: Telephone: [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company LENDER] By: Name: Title: ] [MIDCOAST OPERATING****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] $ Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C FORM OF NOTE July 15, 20 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13July 15, 2013 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranty. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERSNVR, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership ByLOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13July 15, 2013 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersNVR, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerBorrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are Borrower has delivered the year-end audited financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows ) of the Parent Agreement for the fiscal year of Borrower ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] :] [to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. has occurred and is continuing.] —or— [to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default that has occurred and is continuing (including its nature and status:):]

Comprised of. [Type of Swing Line Loan requested requested] The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13September 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13September 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATINGFinancial Statement Date: , L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13September 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Enbridge Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerBorrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]. 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 ] are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter of ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter of ended as of the above date, date adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default existsit. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. [Type of New Vehicle Swing Line Loan requested requested: Eurodollar Rate Loan or Base Rate Loan] The New Vehicle Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of November 13August 24, 2013 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Revolving Borrower, CarMax, Inc., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranties. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13August 24, 2013 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersCarMax Auto Superstores, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and the New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the [ ] of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Borrower Agreement for the fiscal year of the Company ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Company performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) period the Parent Borrower and each of its Subsidiaries Company performed and observed each covenant and condition of the Loan Documents applicable to it it, and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status::]

Comprised of. Type ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate * Expressed in multiples of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements 1/100th of the provisos to the first sentence of Section 2.04(a) of the Agreementa basis point. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership ByContact Person: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company Telephone: By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership ByThe offers made above are hereby accepted in the amounts set forth below: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company $ $ $ By: Name: Title: ] $ Date: Date: , 20 FOR VALUE RECEIVED20__ To: Bank of America, the undersigned (the “Borrower”)N.A., hereby promises as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 136, 2013 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among Starbucks Corporation, a Washington corporation (the Borrowers (as therein defined“Company”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swing Line Lender and Xxxxx Fargo Bank, an N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuer Issuers. The undersigned hereby requests a Swing Line Loan: 1. On (a Business Day on which the funds will be available to the Company). 2. In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. By: Name: Title: , 20__ FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of November 6, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line LenderLender and Xxxxx Fargo Bank, N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuers. The Borrower Company promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall will be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall will bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall will become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall will be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The BorrowerCompany, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATINGFinancial Statement Date: , L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] 20__ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 136, 2013 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersStarbucks Corporation, L.P. and Midcoast Operating, L.P. a Washington corporation (collectively, the “BorrowersCompany”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swing Line Lender and Xxxxx Fargo Bank, an N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuer and the Swing Line LenderIssuers. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following for fiscal year-end financial statements]: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Borrower Agreement for the fiscal year of the Company ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]section. 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Company performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:and

Comprised of. [Type of Swing Line 2020 Term Loan requested requested, converted or continued] 5. For Eurocurrency Rate Loans: with an Interest Period of ____ months. 6. [No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of 2020 Term Loans or from the application of the proceeds thereof.]4 The Swing Line Borrowing 2020 Term Loan Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) 2.02 of the Agreement. [MIDCOAST ENERGY PARTNERS4 Make certification if borrowing 2020 Term Loans. HOST HOTELS & RESORTS, L.P., a Delaware limited partnership L.P. By: Midcoast HoldingsHost Hotels & Resorts, L.L.C., its general partner, a Delaware limited liability company By: Inc. Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the [the][each, a]5 “Borrower”), hereby promises to pay to the order of _____________________ or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Fourth Amended and Restated Credit Agreement, dated as of November 13May 31, 2013 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Host Hotels & Resorts, L.P., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender. The [The][Each] Borrower promises to pay interest on the unpaid principal amount of each Loan [made to such Borrower] from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.05 of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security Company Guaranty and the guarantees, Subsidiaries Guaranty. Upon the terms occurrence and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The 5 NTD: Use [the] for Notes signed individually by Company and any Designated Borrower that is a Foreign Subsidiary. Use [each]/[such] for Notes by both the Company and any Designated Borrowers. [The][Each] Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. [Notwithstanding anything to the contrary herein, this Note is subject to the provisions of Section 2.19 of the Agreement, including, without limitation, Section 2.19(c). No Designated Borrower that is a Foreign Subsidiary shall have any obligations in respect of the Obligations of the Company and any other Designated Borrower.]6 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: BORROWER] Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By6 NTD: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided Include this paragraph in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made Notes signed by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, Company and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Designated Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. [—or—] to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. Type Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid* Currency [LENDER] 1. On (a Business Day). 2. In the amount of Swing Line Loan requested $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a)(i) of the Agreement. [MIDCOAST ENERGY PARTNERSHOST HOTELS & RESORTS, L.P., a Delaware limited partnership L.P. By: Midcoast HoldingsHost Hotels & Resorts, L.L.C., its general partner, a Delaware limited liability company By: Inc. Name: Title: ] [MIDCOAST OPERATINGDate: , L.P., a Texas limited partnership ByTo: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A.N.A. Canada Branch, as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of November 13September 10, 2013 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast OperatingHost Hotels & Resorts, L.P. (collectively, the “BorrowersCompany”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]requests an Alternative Currency Swing Line Loan: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(aOn (a Business Day), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. In the amount of $ . The undersigned has reviewed and is familiar Swing Line Borrowing requested herein complies with the terms requirements of the Agreement and has made, or has caused provisos to be made under his/her supervision, a reasonable review the first sentence of the transactions and condition (financial or otherwiseSection 2.05(b)(i) of the Parent Borrower Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: , To: Bank of America, N.A. Canada Branch, as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and its Subsidiaries Gentlemen: Reference is made to that certain Third Amended and Unrestricted Subsidiaries during Restated Credit Agreement, dated as of September 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the accounting period covered by “Agreement;” the attached financial statementsterms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned hereby requests a Canadian Dollar Swing Line Loan: 1. On (a Business Day). 32. A review In the amount of Cdn$ . The Swing Line Borrowing requested herein complies with the requirements of the activities provisos to the first sentence of Section 2.05(c)(i) of the Parent Borrower Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: , To: Bank of America, N.A. London Branch, as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and its Subsidiaries Gentlemen: Reference is made to that certain Third Amended and Unrestricted Subsidiaries during such fiscal period has been made under Restated Credit Agreement, dated as of September 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the supervision “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned hereby requests a Euro/Sterling Swing Line Loan: 1. On (a Business Day). 2. In the amount of [Euro][Sterling] . The Swing Line Borrowing requested herein complies with the requirements of the undersigned with provisos to the first sentence of Section 2.05(d)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of September 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P., a view Delaware limited partnership (the “Company”), the Designated Borrowers from time to determining whether during such fiscal period time party thereto, the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan DocumentsLenders from time to time party thereto, and [Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The Company hereby requests (select one] to the best knowledge ): ¨ A Borrowing of the undersigned, during such fiscal period, (a) the Parent Borrower and each Term Loans ¨ A conversion of its Subsidiaries performed and observed each covenant and condition Term Loans ¨ A continuation of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:Eurocurrency Rate Term Loans

Comprised of. [Type of Swing Line Term Loan requested requested, converted or continued] 5. For Eurocurrency Rate Loans: with an Interest Period of months. The Swing Line Borrowing Term Loan Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) 2.02 of the Agreement. [MIDCOAST ENERGY PARTNERSHOST HOTELS & RESORTS, L.P., a Delaware limited partnership L.P. By: Midcoast HoldingsHost Hotels & Resorts, L.L.C., its general partner, a Delaware limited liability company By: Inc. Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of November 13July 25, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Host Hotels & Resorts, L.P., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Collateral Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.05 of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Company Guaranty, the Subsidiaries Guaranty and is guaranteed as provided in the Credit Agreement and other Loan Security Documents. Reference is hereby made to Upon the Credit Agreement occurrence and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: BORROWER] Name: Title: Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By I, [ ], do hereby certify that I am the [ ] [MIDCOAST OPERATINGof Host Hotels & Resorts, L.P.Inc., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its Maryland corporation (“HHRI”) and the sole general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, partner of the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoCompany, and Bank of Americain my capacity as such and not in any individual capacity, N.A.further certify, as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best of my knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and statusbelief:

Comprised of. [Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company be prepaid] By: Name: Title: ] [MIDCOAST OPERATING1 If such prepayment is to be funded with the proceeds of a refinancing of the Loans and Commitments, L.P.specify the same and provide that such Prepayment Notice may be revoked if such refinancing is not consummated. Table of Contents Date: , a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 24, 2013 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Revolving Note. Table of Contents THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATINGTable of Contents Table of Contents Date: , L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] BANK OF AMERICA, N.A. or registered assigns (the “Swing Line Lender”), at such time or times in accordance with the provisions of the Agreement (as provided in the Credit Agreement referred to belowhereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 24, 2013 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note in respect of Swing Line Loans shall be made directly to the Swing Line Lender in Dollars in immediately available funds at the Swing Line LenderAdministrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Swing Line Note. Table of Contents THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATINGTable of Contents Table of Contents Financial Statement Date: , L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13October 24, 2013 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersHealth Net, L.P. and Midcoast OperatingInc., L.P. a Delaware corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerBorrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]:] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use following paragraph 1 for fiscal quarter-end financial statements]:] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present in all material respects the financial condition, condition and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. [Type of New Vehicle Swing Line Loan requested requested: Eurodollar Rate Loan or Base Rate Loan] The New Vehicle Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of _____________________ or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of November 13August 24, 2013 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Revolving Borrower, CarMax, Inc., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Guaranties and is guaranteed as provided in secured by the Credit Agreement Collateral. Upon the occurrence and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13August 24, 2013 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersCarMax Auto Superstores, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and the New Vehicle Swing Line Lender. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the _____________________________________________ of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Borrower Agreement for the fiscal year of the Company ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotessection. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Company performed and observed all its Obligations under the Loan Documents, and [select one] :] [to the best knowledge of the undersigned, during such fiscal period, (a) period the Parent Borrower and each of its Subsidiaries Company performed and observed each covenant and condition of the Loan Documents applicable to it it, and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status::] 4. The representations and warranties of (i) the Company, the Revolving Borrower and each other Borrower contained in Article V of the Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

Comprised of. [Type of New Vehicle Swing Line Loan requested requested: Eurodollar Rate Loan or Base Rate Loan] The New Vehicle Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of November 13August 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Revolving Borrower, CarMax, Inc., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranties. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATINGFinancial Statement Date: , L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13August 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy PartnersCarMax Auto Superstores, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and the New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following for fiscal year-end financial statements]: 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached Attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which audited financial statements fairly present the financial conditions, results of operations and cash flows required by Section 6.01(a) of the Parent Borrower Agreement for the fiscal year of the Company ended as of the above date, together with the report and its Subsidiaries in accordance with GAAP as at opinion of an independent certified public accountant required by such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]section. 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable detailed review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries Company performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) period the Parent Borrower and each of its Subsidiaries Company performed and observed each covenant and condition of the Loan Documents applicable to it it, and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status::] 4. The representations and warranties of (i) the Company, the Revolving Borrower and each other Borrower contained in Article V of the Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

Comprised of. Type 6 5. For Eurocurrency Rate Loans: with an Interest Period of Swing Line ____ months. 6. [No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of Term A-2 Loans or from the application of the proceeds thereof.]7 The Term A-2 Loan requested The Swing Line Borrowing Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) 2.02 of the Agreement. [MIDCOAST ENERGY PARTNERSHOST HOTELS & RESORTS, L.P., a Delaware limited partnership L.P. By: Midcoast HoldingsHost Hotels & Resorts, L.L.C., its general partner, a Delaware limited liability company By: Inc. Name: Title: ] [MIDCOAST OPERATING6 Term A-2 Loans may be Base Rate Loans, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 LIBOR Floating Rate Loans or Eurocurrency Rate Loans. 7 Make certification if borrowing Term A-2 Loans. FOR VALUE RECEIVED, the undersigned (the [the][each, a]8 “Borrower”), hereby promises to pay to the order of _____________________ or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Fifth Amended and Restated Credit Agreement, dated as of November 13August 1, 2013 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Host Hotels & Resorts, L.P., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender. The [The][Each] Borrower promises to pay interest on the unpaid principal amount of each Loan [made to such Borrower] from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.05 of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security Company Guaranty and the guarantees, Subsidiaries Guaranty. Upon the terms occurrence and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The [The][Each] Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:

Comprised of. Type For Eurodollar Rate Loans: with an Interest Period of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreementmonths. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership BORROWER By: Midcoast HoldingsENBRIDGE ENERGY MANAGEMENT, L.L.C., as delegate of Enbridge Energy Company, Inc., its general partner, a Delaware limited liability company General Partner By: Name: Title: ] [MIDCOAST OPERATING1 If conversion of Committed Loans to Term Loans is selected, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, such amount shall be the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal entire amount of each Loan from time Committed Loans outstanding. 2 With respect to time made by the Lender Committed Loans. 3 With respect to the Borrower under that certain Credit Agreementconversion of Committed Loans to Term Loans. EXHIBIT A-2 FORM OF SWING LINE LOAN NOTICE Date: , dated as of November 13JPMorgan Chase Bank, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A.National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13July 6, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Midcoast Enbridge Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of AmericaJPMorgan Chase Bank, N.A.National Association, as Administrative Agent, an L/C Issuer and the a Swing Line Lender. The undersigned Responsible Officer hereby certifies as requests (select one): ¨ A Borrowing of Swing Line Loans ¨ A conversion of Swing Line Loans [Type of Swing Line Loan requested] The Swing Line Borrowing requested herein complies with the requirements of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate provisos to the Administrative Agent on the behalf first sentence of the Parent Borrower, and that: [Use following for fiscal year-end financial statements] 1. Filed with the Parent Borrower’s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements] 1. Filed with the Parent Borrower’s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise2.04(a) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements. 3Agreement. A review Exh A-2 Form of the activities Swing Line Loan Notice To: [Name of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documentsapplicable Swing Line Lender], and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:as Swing Line Lender