Common use of Conditions Precedent to Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This ------------------------------------------------------- Agreement shall become effective on and as only upon the satisfaction of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date Date: (1) The Administrative Agent shall have received duly executed counterparts of this Agreement from the followingGuarantor and the Banks. (2) The Guarantor shall have paid the Agreement Fee to the Administrative Agent for the pro rata benefit of the Banks; (3) The Cash Collateral Pledgor (with respect to the Initial Cash Collateral Deposit), each dated the D&O Collateral Agent, and the Administrative Agent for the 1998 D&O Loan Facility shall have fully executed and delivered the D&O Cash Collateral Agreement; (4) The Initial Cash Collateral Deposit shall have been deposited with the D&O Collateral Agent, and the D&O Collateral Agent shall have an exclusive, perfected, first priority security interest therein; (5) The Guarantor shall have delivered to the Administrative Agent the Guaranty Reaffirmation; (6) CIHC and Guarantor shall have delivered to the Administrative Agent the CIHC Guaranty; (7) The other Relevant Facilities (as such dayterm is defined in the Appendix) shall have been amended in a form reasonably satisfactory to the Required Banks, and the other transactions contemplated as part of such amendments to be consummated at closing shall have been so consummated; (8) The Guarantor shall have paid all fees and expenses, including those payable pursuant to Section 13.8 hereof, required to be paid by it on such Effective Date; (9) Each of the Guarantor, CIHC and any Cash Collateral Pledgor shall have delivered to the Administrative Agent, for the benefit of itself and the Banks, such officer certificates, legal opinions, and other documents or instruments as shall be required by the Administrative Agent, including reasonable evidence of its authority to execute, deliver and perform its obligations under this Agreement, the Guaranty Reaffirmation, the CIHC Guaranty, and the D&O Cash Collateral Agreement (as the case may be) and, including opinions of the general counsel to the Guarantor, CIHC, and any Cash Collateral Pledgor and of Weil, Gotshal & Xxxxxx LLP acceptable (both in form and substance satisfactory content and as to which counsel is delivering the particular opinion) to the Administrative Agent; and (10) The Administrative Agent and (except for any Notes shall have received such other documents, certificates or instruments as may be reasonably requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party Administrative Agent and the other documents Banks. The Administrative Agent shall undertake to be delivered hereunder provide the Guarantor with written notice as to whether the foregoing conditions have been satisfied and this Agreement thus has become effective (or thereunderinstead, whether this Agreement is null and void, all as if it had never existed); provided, however, that the -------- ------- Administrative Agent's failure to provide such notice shall not affect the determination as to whether such conditions have been satisfied and whether, concomitantly this Agreement has become effective. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the date hereof (the “Effective Date”Administrative Agent), provided that or, if applicable, receipt by the following conditions precedent have been satisfied on such dateAdministrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) There shall have occurred this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) no Material Adverse Change since December 31a true, 2018complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, except as shall have been disclosed or contemplated in (ii) a certificate of good standing for the SEC ReportsBorrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan DocumentsXxxxxx XxXxxxx, Esq. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties General Counsel of the Borrower Borrower, addressed to each Lender and its Significant Subsidiaries the Administrative Agent and dated as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.Effective Date; (d) The receipt by the Borrower shall have notified each Lender and of evidence that all Necessary Authorizations, other than Necessary Authorizations the Agent absence of which would not reasonably be expected to have, individually or in writing as the aggregate, a Materially Adverse Effect, including all necessary consents to the proposed Effective Date.closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) The Borrower each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall have paid all accrued fees be true and reasonable expenses due and payable to the Agentscorrect, the Lenders and the Arrangers on or prior to as of the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.and no Default then exists; (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) in order Business Days prior to comply with its obligations the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under the applicable “know your customer” and anti-money laundering rules and regulations, including Section 326 of the USA PATRIOT Act ACT (Title III of Pub. L. P.L. 107-56 56, 115 Stat. 272 (signed into law October 26, 2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the “PATRIOT Act”) Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.each Lender that so requests; (g) On all fees and expenses required to be paid in connection with this Agreement to the Effective DateAdministrative Agent, the following statements Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be true and the Agent shall have received simultaneously) paid in full; (h) audited consolidated financial statements for the account three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each Lender case of the Borrower and its Subsidiaries; (i) a certificatecertificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit D E attached hereto, signed on behalf and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower by a duly authorized Financial Officer of confirming that the Borrower, dated commitments under the Effective Date, stating, among other things, that: Bridge Commitment Letter have been (i) The representations and warranties contained in Section 4.01 are correct on and as of or concurrently with the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as occurrence of the Effective Date pursuant to Section 2.16. (iiiwill be) Certified copies reduced by the aggregate amount of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partyCommitments hereunder. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement Each of the following is a condition precedent to the effectiveness of this Agreement: (a) all representations and warranties contained herein and in the other Financing Agreements shall become effective be true and correct in all material respects (except to the extent such representations and warranties already contain materiality qualifiers) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (b) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a Material Adverse Effect; (c) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable after giving effect to consummate the transactions contemplated by under this Agreement and the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.other Financing Agreements; (d) The Borrower shall have notified each Lender all requisite corporate, limited liability company, limited partnership and trust action and proceedings in connection with this Agreement and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements Financing Agreements shall be true satisfactory in form and the substance to Agent, and Agent shall have received for all information and copies of all documents, including records of requisite corporate, limited liability company, limited partnership and trust action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate officers or Governmental Authority (and including a copy of the account certificate of incorporation or certificate of formation of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested Guarantor certified by the LendersSecretary of State (or equivalent Governmental Authority) in sufficient copies for which shall set forth the same complete corporate, limited liability company, limited partnership or trust name of such Borrower or Guarantor as is set forth herein and such document as shall set forth the organizational identification number of each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) NotesBorrower or Guarantor, if any, to the order one is issued in its jurisdiction of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary incorporation or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.formation);

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the condition precedent that the Agent and each Lender shall become effective be satisfied with, or the Borrower shall have delivered to the Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) there shall exist no Default or Event of Default on the Effective Date; (b) all representations and warranties contained in Section 8.1 shall be true on and as of the date hereof (Effective Date with the “same effect as if such representations and warranties had been made on and as of the Effective Date”)Date and, provided that if required by the following conditions precedent have been satisfied on such date: (a) There Agent, the Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, delivered to the management, records, books Agent a Borrower’s Certificate of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Compliance; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Credit Documents required by the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.Lenders duly executed by the Borrower; (gd) On the Effective Date, the following statements shall be true documents in form, substance and execution acceptable to the Agent shall have received for been delivered to the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatAgent: (i) The representations and warranties contained in Section 4.01 are correct on and as duly certified copies of the Effective Date, andconstating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Credit Documents to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) No event has occurred certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the Credit Documents to which it is continuing that constitutes a Default.party; (hiii) The Agent shall have received on certificate of status or before the Effective Date equivalent relative to the following, each dated such day, Borrower and the General Partner under the laws of Canada or its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender:; (ie) Counterpart signature pages of the Agent and the Lenders shall have received evidence that all necessary corporate, governmental and other third party approvals have been obtained in form and substance acceptable to the Agent and the Lenders, each acting reasonably; (f) all fees payable on or before the date hereof in connection with the Credit Facilities under this Agreement, executed by each Agreement and any fee letter shall have been paid to the applicable parties; and (g) the Agent and the Lenders are satisfied in their sole and absolute discretion that all of the parties heretoprovisions of Article 9 have been complied with to their satisfaction. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182021, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxXxx Xxxxxx, the Associate General Counsel Senior Vice President and Chief Legal Officer of DTE Energy, and Hunton Xxxxxx Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182012, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This ------------------------------------------------------- Agreement shall become effective on and as only upon the satisfaction of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date Date: (1) The Administrative Agent shall have received duly executed counterparts of this Agreement from the followingGuarantor and the Banks. (2) The Guarantor shall have paid the Agreement Fee to the Administrative Agent for the pro rata benefit of the Banks; (3) The Cash Collateral Pledgor (with respect to the Initial Cash Collateral Deposit), each dated the D&O Collateral Agent, and the Administrative Agent for the 1998 D&O Loan Facility shall have fully executed and delivered the D&O Cash Collateral Agreement; (4) The Initial Cash Collateral Deposit shall have been deposited with the D&O Collateral Agent, and the D&O Collateral Agent shall have an exclusive, perfected, first priority security interest therein; (5) The Guarantor shall have delivered to the Administrative Agent the Guaranty Reaffirmation; (6) CIHC and Guarantor shall have delivered to the Administrative Agent the CIHC Guaranty; (7) The other Relevant Facilities (as such dayterm is defined in the Appendix) shall have been amended in a form reasonably satisfactory to the Required Banks, and the other transactions contemplated as part of such amendments to be consummated at closing shall have been so consummated; (8) The Guarantor shall have paid all fees and expenses, including those payable pursuant to Section 13.8 hereof, required to be paid by it on such Effective Date; (9) Each of the Guarantor, CIHC and any Cash Collateral Pledgor shall have delivered to the Administrative Agent, for the benefit of itself and the Banks, such officer certificates, legal opinions, and other documents or instruments as shall be required by the Administrative Agent, including reasonable evidence of its authority to execute, deliver and perform its obligations under this Agreement, the Guaranty Reaffirmation, the CIHC Guaranty, and the D&O Cash Collateral Agreement (as the case may be) and, including opinions of the general counsel to the Guarantor, CIHC, and any Cash Collateral Pledgor and of Weil, Gotshal & Xxxxxx LLP acceptable (both in form and substance satisfactory content and as to which counsel is delivering the particular opinion) to the Administrative Agent; and (10) The Administrative Agent and (except for any Notes shall have received such other documents, certificates or instruments as may be reasonably requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party Administrative Agent and the other documents Banks. The Administrative Agent shall undertake to be delivered hereunder provide the Guarantor with written notice as to whether the foregoing conditions have been satisfied and this Agreement thus has become effective (or thereunderinstead, whether this Agreement is null and void, all as if it had never existed); provided, however, that the -------- ------- Administrative Agent=s failure to provide such notice shall not affect the determination as to whether such conditions have been satisfied and whether, concomitantly this Agreement has become effective. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon the satisfaction of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateor before the Effective Date : (a) There The Administrative Agent shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in received duly executed counterparts of this Agreement from the SEC Reports, Guarantor and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan DocumentsBanks. (b) The Lenders Guarantor shall have been given such access, as such Lenders have reasonably requested, paid the Agreement Fee to the management, records, books of account, contracts and properties Administrative Agent for the pro rata benefit of the Borrower and its Significant Subsidiaries as they shall have requested.Banks; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby The Guarantor shall have been obtained (without the imposition of any conditions that are not acceptable delivered to the Lenders) Administrative Agent the Amended and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.Restated Guaranty; (d) The Borrower CIHC and Guarantor shall have notified each Lender and the Agent in writing as delivered to the proposed Effective Date.Administrative Agent the CIHC Guaranty; (e) The Borrower other Relevant Facilities (as such term is defined in the Appendix) shall have been amended in a form reasonably satisfactory to the Required Banks, and the other transactions contemplated as part of such amendments to be consummated at closing shall have been so consummated; (f) The Guarantor shall have paid all accrued fees and reasonable expenses due and expenses, including those payable pursuant to the AgentsSection 12.8 hereof, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.it on such Effective Date; (fg) Each of the Agent Guarantor and CIHC shall have delivered to the Administrative Agent, for the benefit of itself and the Lenders shall have received (i) all documentation Banks, such officer certificates, legal opinions, and other information that it reasonably requested from documents or instruments as shall be required by the Borrower (such request Administrative Agent, including reasonable evidence of its authority to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with execute, deliver and perform its obligations under this Agreement, the applicable “know your customer” Amended and anti-money laundering rules Restated Guaranty and regulations, including the USA PATRIOT Act CIHC Guaranty (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as the “PATRIOT Act”case may be) and including opinions of the general counsel to the Guarantor and CIHC and of Weil, Gotshal & Xxxxxx LLP acceptable (iiboth in form and content and as to which counsel is delivering the particular opinion) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, Administrative Agent; and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on such other documents, certificates or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes instruments as may be reasonably requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party Administrative Agent and the other documents Banks. The Administrative Agent shall undertake to be delivered hereunder provide the Guarantor with written notice as to whether the foregoing conditions have been satisfied and this Agreement thus has become effective (or thereunderinstead, whether this Agreement is null and void, all as if it had never existed); provided, however, that the Administrative Agent's failure to provide such notice shall not affect the determination as to whether such conditions have been satisfied and whether, concomitantly this Agreement has become effective. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred when (i) no Material Adverse Change since December 31, 2018, except as it shall have been disclosed executed by the Borrowers, Parent and the Administrative Agent, (ii) the Administrative Agent and the Borrowers either shall have been notified by each Initial Lender that such Initial Lender has executed it or contemplated in the SEC Reportsshall have received a counterpart of this Agreement executed by such Initial Lender, and (iiiii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daythe date of delivery thereof unless otherwise specified below (which date shall be selected by the Borrowers and be the same for all documents and all Lenders), in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the LendersNotes, if any) in sufficient copies for each Lender: (ia) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender the Lenders requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16.Notes, respectively; (iiib) Certified certified copies of the resolutions of the directors of the Borrowers and the Board of Directors of Parent, approving (as appropriate) the Borrower approving each Loan Document to which it is a partyBorrowings contemplated hereby and authorizing the execution of this Agreement and the other Financing Documents, including the Notes, if any, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.this Agreement and any other Financing Documents; (ivc) A a certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Borrowers and Parent (i) certifying the names and true signatures of the officers of the Borrower such Person authorized to sign each Loan Document this Agreement, the Notes, if any, and any other Financing Documents to which it is a party and (ii) if the Effective Date is other documents to be delivered hereunder or thereunder.than the date of this amendment and restatement, certifying that the representations and warranties contained in Section 4.01 are true and correct as of the Effective Date; (vd) Favorable Evidence of the effectiveness of the amendment and restatement of the U.S. Short-Term Revolving Credit Agreement; (e) A favorable opinion letters of Xxxxxxx Xxxxx, the Associate Parent's Vice President and General Counsel in substantially the form of DTE EnergyExhibit H-1 hereto; (f) A favorable opinion of Xxxxxx Xxxxxxxxx, counsel for BRCL and Hunton Canadian Hunter, in substantially the form of Exhibit H-2 hereto; (g) A favorable opinion of Xxxxxxx Xxxxx LLP, Alberta counsel to the BorrowerBorrowers, in substantially in the form of Exhibits E-1 Exhibit I hereto; and (h) The Administrative Agent, the Lenders and E-2the Arranger shall have received all fees and other amounts due and payable on or prior to the Effective Date, respectivelyincluding, heretoto the extent invoiced, reimbursement or payment of all legal fees and other out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder. The Borrowers and the Initial Lenders agree that upon the Effective Date the "Commitments" of the Initial Lenders shall be as set forth on Schedule III hereof under the caption "Commitments".

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that ) SNB determines the following conditions precedent have been satisfied on such datesatisfied: (a) There Since December 31, 2008 there shall have occurred (i) no event or circumstance that individually or in the aggregate could reasonably be expected to have a Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan DocumentsEffect. (b) The Lenders There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened in writing before any court, governmental agency or arbitrator that (i) could be reasonably likely to have been given such accessa Material Adverse Effect or (ii) purports to affect the legality, as such Lenders have reasonably requested, to validity or enforceability of any Loan Document or the management, records, books of account, contracts and properties consummation of the Borrower and its Significant Subsidiaries as they shall have requestedtransactions contemplated hereby. (c) All governmental and third party consents, authorizations consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersSNB) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents SNB that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentshereby. (d) The Borrower shall have notified each Lender and the Agent SNB in writing as to the its proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due of SNB (including the accrued fees and payable expenses of counsel to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderSNB). (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent correct in all material respects and SNB shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective DateDate (except any representation that speaks as of a specified prior date), and (ii) No event has occurred and is continuing that constitutes a Default or Event of Default. (hg) The Agent SNB shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent SNB and (except for any Notes requested by the Lenders) in sufficient copies for each Lendercopies: (i) Counterpart signature pages A pledge agreement, pledging 2,321,471 common units of this Xxxxxx Partners, LP, a Delaware limited partnership (the ‘Xxxxxx Common Units”) and 3,020,000 subordinated units of Xxxxxx Partners, LP, a Delaware limited partnership (the “Xxxxxx Subordinated Units”), all owned by the Borrower, in form and substance acceptable to SNB (as amended, the “Pledge Agreement”), duly executed by each of the parties heretoBorrower. (ii) NotesIf required by SNB, if anya security agreement, granting SNB a first-priority security interest in the collateral described therein, in form and substance acceptable to SNB (as amended, the order of each Lender requesting “Security Agreement”), duly executed by the issuance of a Note as of the Effective Date pursuant to Section 2.16Borrower. (iii) Evidence that all other action that SNB may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and the delivery to SNB of certificates covering the common units and subordinated units intended to be subject to a first-priority pledge under the terms of the Pledge Agreement together with executed stock powers. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving each the Loan Document to which it is a partyDocuments, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each the Loan Document to which it is a partyDocuments. (ivvii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower such party authorized to sign each the Loan Document to which it is a party Documents and the other documents to be delivered hereunder or thereunderhereunder, together with Organization Documents and Certificates of Good Standing. (vviii) Favorable opinion letters NOT USED. (ix) NOT USED. (x) A copy of Xxxxxxx Xxxxxthe draft audited Consolidated balance sheets of the Borrower and its Subsidiaries as of Fiscal Year ending December 31, the Associate General Counsel of DTE Energy2008, and Hunton Xxxxxxx Xxxxx LLPthe related Consolidated statements of income and cash flows for such Fiscal Year all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), counsel accompanied by the certification of the chief executive officer, chief financial officer or treasurer of the Borrower that to the Borrower, substantially best knowledge and belief of the Borrower all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the form Consolidated results of Exhibits E-1 operations and E-2, respectively, heretocash flows of the Borrower as at the end of such Fiscal Year and that the audited version of such financial statements will not be materially different. (xi) A duly executed original of each other Loan Document. (xii) A copy (certified by the Borrower as true and complete) of the existing documents evidencing the Existing Indebtedness.

Conditions Precedent to Effectiveness of this Agreement. Other than the terms and conditions of Sections 10.4 and 10.9 hereof and this Article XV hereof, which shall be binding and enforceable as of the date of this Agreement, no other provision of this Agreement shall be binding upon any party hereto or any other Person until the Agreement Effectiveness Notice is validly delivered by the Company and the Designated Representative to CEH LLC as set forth below. As soon as practicable following the Pinnacle Ownership Date, but in any case within ten (10) Business Days of the Pinnacle Ownership Date, CEH LLC shall deliver to the Company and the Designated Representative the Pinnacle Information and the Pinnacle Disclosure Schedule. On or prior to later of (i) December 12, 2003 and (ii) the tenth Business Day following receipt of the Pinnacle Information and the Pinnacle Disclosure Schedules (such later date, the "Reply Date"), the Company and the Designated Representative shall, acting reasonably and in good faith, determine whether the Pinnacle Information and Pinnacle Disclosure Schedules are acceptable to the Company and the Designated Representative, and if the Company and the Designated Representative so determine, the Company and the Designated Representative shall deliver to CEH LLC a signed copy of the Agreement Effectiveness Notice in compliance with the terms of Section 15.5 hereof. This Agreement shall become binding and effective on and as of against the date hereof (parties hereto, only in the “Effective Date”), provided event that the following conditions precedent have Agreement Effectiveness Notice has been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated validly delivered by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender Company and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers Designated Representative on or prior to the Effective Reply Date and if such Agreement Effectiveness Notice is validly received on or prior to the Reply Date, including, the Termination Agreement shall become binding and effective on the Reply Date. To the extent that the Agreement Effectiveness Notice is not validly delivered by the Company and the Designated Representative on or prior to the extent invoicedReply Date, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent then this Agreement and the Lenders Termination Agreement shall have received be treated as if each had not been executed or delivered by any Person or for any purpose whatsoever. Notwithstanding the foregoing, if the Pinnacle Ownership Date does not occur within ten (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (310) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” of execution and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages delivery of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party then this Agreement and the other documents to Termination Agreement shall be treated as if each had not been executed or delivered hereunder by any Person or thereunderfor any purpose whatsoever. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon satisfaction in full of all of the date hereof following conditions: a. This Agreement shall have been executed by the Company, on the one hand, and by the Lease Indenture Trustee, the Pass Through Trustee, Wilmington, the Owner Lessor, Owner Participant and the Consenting Certificateholders holding a majority in interest of the Fractional Undivided Interests evidenced by all Certificates currently outstanding, on the other hand. b. The Company shall have (the i) paid to O’Melveny & Xxxxx LLP (“Effective DateOMM”) and Xxxxxx & Xxxxxxx LLP (“Latham”), provided that as co-counsel to the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December Owner Lessor and Owner Participant, all accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of OMM and Xxxxxx through May 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable pursuant to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers invoices presented for payment on or prior to the Effective Datedate hereof; and (ii) increased the retainer provided to Xxxxxx in connection with its representation of the Owner Lessor and Owner Participant to $225,000. c. The Company shall have paid to Guggenheim Partners, includingLLC (“Guggenheim”), as financial advisor to the extent invoicedOwner Lessor and Owner Participant, reimbursements or payment of all accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses required of Guggenheim through May 31, 2018, pursuant to be reimbursed invoices presented for payment on or paid by prior to the Borrower hereunderdate hereof. (f) Each of the Agent and the Lenders d. The Company shall have received (i) paid to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”), as counsel to the Consenting Certificateholders, all documentation accrued and other information that it reasonably requested from the Borrower (such request unpaid reasonable and documented fees and out-of-pocket costs and expenses of Xxxx, Xxxxx through May 31, 2018, pursuant to be made not less than three (3) Business Days invoices presented for payment on or prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) date hereof; and (ii) increased the retainer provided to Xxxx, Xxxxx in connection with its representation of certain holders of the Pass Through Trust Certificates to $275,000. e. The Company shall have paid to Xxxxxxxx Xxxxx Capital, Inc. (“Xxxxxxxx Xxxxx”), as financial advisor to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationConsenting Certificateholders, at least five days all accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of Xxxxxxxx Xxxxx through May 31, 2018, pursuant to invoices presented for payment on or prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certificationdate hereof. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182014, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31June 30, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hiii) The Borrower shall have delivered a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a Financial Officer of the Borrower. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Closing Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (iv) Copies of the Identified Reports on Form 8-K. (v) Favorable opinion letters of Xxxxxxx XxxxxX. X. Xxxxxx, the Associate General Counsel of DTE Energy, the Borrower and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) Evidence satisfactory to the Agent that all loans outstanding and other fees and amounts owed to the lenders or agents under the Existing Credit Agreement have been paid in full.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182009, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Closing Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the date hereof (the “Effective Date”Administrative Agent), provided that or, if applicable, receipt by the following conditions precedent have been satisfied on such dateAdministrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) There shall have occurred this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) no Material Adverse Change since December 31a true, 2018complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, except as shall have been disclosed or contemplated in (ii) a certificate of good standing for the SEC ReportsBorrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) no material adverse change Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the primary aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or secondary loan syndication markets made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or capital markets generally that makes it impracticable to consummate the transactions contemplated cancellation; (e) receipt by the Loan Documents.Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder); (bf) The each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (g) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent; (h) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers, the Issuing Banks and the Lenders shall have been given such access(or shall be simultaneously) paid in full; (i) audited consolidated financial statements for the three years ended December 31, as such Lenders have reasonably requested2010, to the management, records, books of account, contracts and properties in each case of the Borrower and its Significant Subsidiaries as they shall have requested.Subsidiaries; and (cj) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment a certificate of the Agents that restrainspresident, prevents chief financial officer or imposes materially adverse conditions upon treasurer of the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment financial performance of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificateSubsidiaries, substantially in the form of Exhibit D E attached hereto, signed on behalf of and, to the Borrower by a duly authorized Financial Officer of extent applicable, using information contained in the Borrower, dated the Effective Date, stating, among other things, that: financial statements delivered pursuant to clause (i) The representations and warranties contained of this Section 3.1 in Section 4.01 are correct on and as respect of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default2010 financial year. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, includingand (ii) all fees owing on the Effective Date under Section 2.03(d) hereof, together with all other fees and expenses accrued under the Existing Credit Agreement to but not including the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderEffective Date. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Closing Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Fourth Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There the Administrative Agent (or its counsel) shall have occurred received counterparts of this Agreement that, when taken together, bear the signatures of (i1) no Material Adverse Change since December 31the Borrower, 2018(2) Holdings, except (3) the Reaffirming Loan Parties (as shall have been disclosed or contemplated defined in Section 8 hereof), (4) the SEC Reports, Administrative Agent and (ii5) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the 2021 Incremental Term Loan Documents.Lender; (b) The Lenders the Acquisition shall have been given consummated, or substantially simultaneously with the initial borrowings of the 2021 Incremental Term Loans shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement (as in effect on the Signing Date), after giving effect to any modifications, amendments, supplements, consents, waivers or requests with respect thereto, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such access, as such Lenders have reasonably requested, requests) by the Borrower (or its Affiliate) that are materially adverse to the management, records, books of account, contracts and properties interests of the Borrower and its Significant Subsidiaries as they shall have requested.2021 Incremental Term Loan Lender; (c) All governmental immediately after giving effect to the Acquisition, the principal, accrued and third unpaid interest, fees, premium, if any, and other amounts (other than contingent obligations not then due and payable and that by their terms survive the termination of the Target Existing Credit Facility (as defined below) under that certain Loan and Security Agreement (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Target Existing Credit Facility”), dated as of June 1, 2020, by and among the Target, as borrower, the lenders from time to time party consentsthereto, authorizations Sterling National Bank, as agent, and approvals necessary each other party thereto, will be repaid in full in connection with the transactions contemplated hereby shall have been obtained (without Acquisition and all commitments to extend credit under the imposition of Target Existing Credit Facility will be terminated and any conditions that are not acceptable to the Lenders) security interests and shall remain guarantees in effect, and no law or regulation connection therewith shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.terminated and/or released; (d) The all fees and expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower shall have notified each Lender and the Agent in writing as relating to the proposed Effective Date. transactions contemplated hereby (e) The Borrower shall have paid all accrued fees including reasonable and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Agent and Credit Agreement) payable by the Lenders Borrower to the Administrative Agent, the 2021 Incremental Term Loan Lender or the other parties to the First Lien Fee Letter (as defined in the Commitment Letter) on or before the Fourth Amendment Closing Date shall have received (i) all documentation and other information been paid to the extent then due; provided that it reasonably requested from the Borrower (any such request expenses shall be required to be made not less than paid, as a condition precedent to the Fourth Amendment Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Effective Fourth Amendment Closing Date; (e) the Administrative Agent shall have received a duly executed officer’s certificate of the Borrower certifying, as of the Fourth Amendment Closing Date, that (A) each of the representations and warranties set forth in order Section 5(d) above is true and correct as of the Fourth Amendment Closing Date and (B) no Specified Event of Default was existing on the Signing Date immediately after giving pro forma effect to comply this Agreement and the transactions contemplated hereby; (f) the Administrative Agent shall have received the following: (i) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Fourth Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Fourth Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws or operating agreement, as applicable, of such Loan Party as in effect on the Fourth Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws or operating agreement, as applicable, of such Loan Party last provided in the certificate delivered on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date or the Third Amendment Closing Date, as applicable, are still in effect, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors , board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrower, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement has not changed since the Third Amendment Closing Date; and (iii) a certificate of a senior authorized financial executive (or other officer with equivalent duties) of the Borrower certifying that after giving effect to the consummation of the Acquisition, the incurrence of the 2021 Incremental Term Loans and the other transactions contemplated by this Agreement, the Borrower and its Subsidiaries are solvent (such certification to be in substantially the form of the certification set forth in Annex I to Exhibit D of the Commitment Letter); (g) the Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of (i) Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, in its capacity as New York counsel to the Loan Parties, and (ii) Husch Bxxxxxxxx LLP, in its capacity as Kansas counsel to the Loan Parties, in each case, dated the Fourth Amendment Closing Date and addressed to the Administrative Agent and the Lenders and in form and substance consistent with the opinions delivered by such counsel on the Second Amendment Closing Date (to the extent applicable), taking into account the nature of this Agreement and the transactions contemplated hereby; (h) delivery of a Borrowing Request pursuant to Section 2.03 of the Credit Agreement; (i) no Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred since July 8, 2021; (j) each of the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the 2021 Incremental Term Loan Lender (but only to the extent that the Borrower (or its Affiliate) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or its Affiliate’s) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties in the Acquisition Agreement) are true and correct in all material respects on and as of the Fourth Amendment Closing Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specified date, in which case such representations and warranties are true and correct in all material respects as of such specified date; (k) the Administrative Agent and the 2021 Incremental Term Loan Lender shall have received, at least three (3) Business Days prior to the Fourth Amendment Closing Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the 2021 Incremental Term Loan Lender in writing at least 10 Business Days prior to the Fourth Amendment Closing Date and that the Administrative Agent and the 2021 Incremental Term Loan Lender reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act Act, and, if (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customerentity” customer under 31 C.F.R. § 1010.230 and (ii) the Beneficial Ownership Regulation, Administrative Agent has provided the Borrower the name of each requesting 2021 Incremental Term Loan Lender and its electronic delivery requirements at least five 10 Business Days prior to the Fourth Amendment Closing Date, a customary beneficial ownership certification; (l) the 2021 Incremental Term Loan Lender shall have received (i) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related audited consolidated statements of operations, changes in stockholders’ deficit and cash flows of the Target and its consolidated subsidiaries for, the two most recently completed fiscal years ended at least 150 days prior to the Effective Fourth Amendment Closing Date, (ii) an unaudited consolidated balance sheet of the Agent Target and its consolidated subsidiaries as at the end of, and related unaudited consolidated statements of operations of the Target and its consolidated subsidiaries for each fiscal quarter (other than the fourth fiscal quarter of any Lender that has requested a Beneficial Ownership Certification in relation fiscal year) of the Target and its consolidated subsidiaries ended subsequent to the Borrower shall have received such Beneficial Ownership Certification. date of the most recent balance sheet delivered pursuant to clause (gi) On and ended at least 75 days prior to the Effective Date, Fourth Amendment Closing Date (including the following statements shall be true and the Agent shall have received comparative period for the account of each Lender a certificateprior fiscal year), substantially in the form of Exhibit D hereto, signed on behalf (iii) audited consolidated balance sheets of the Borrower by a duly authorized Financial Officer and its consolidated subsidiaries as at the end of, and related audited consolidated statements of income and cash flows of the BorrowerBorrower and its consolidated subsidiaries for, dated the Effective Date, stating, among other things, that: two most recently completed fiscal years ended at least 120 days prior to the Fourth Amendment Closing Date and (iiv) The representations and warranties contained in Section 4.01 are correct on and as an unaudited consolidated balance sheet of the Effective DateBorrower and its consolidated subsidiaries as at the end of, and related unaudited consolidated statements of income and cash flows of the Borrower and its consolidated subsidiaries for each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Borrower and its consolidated subsidiaries ended subsequent to the date of the most recent balance sheet delivered pursuant to clause (iii) and ended at least 90 days prior to the Fourth Amendment Closing Date (including the comparative period for the prior fiscal year); and (iim) No event has occurred subject in all respects to the Limited Conditionality Provisions (as defined in the Commitment Letter), all documents and is continuing that constitutes a Default. instruments required to create and perfect (hor, as applicable, reaffirm) The Agent the Administrative Agent’s security interest in the Collateral shall have received on or before the Effective Date the following, each dated such day, in form been executed and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notesdelivered and, if anyapplicable, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16be in proper form for filing. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Seventh Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There the Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in pay all accrued and unpaid interest and Commitment Fees with respect to the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable Existing Revolving Facility outstanding immediately prior to consummate the transactions contemplated by the Loan Documents.such date; (b) The Lenders the Administrative Agent (or its counsel) shall have been given such accessreceived counterparts of this Agreement that, when taken together, bear the signatures of (1) the Borrower, (2) Holdings, (3) the Reaffirming Loan Parties (as such defined in Section 8 hereof), (4) the Administrative Agent and (5) the 2023 Revolving Lenders have reasonably requested(who shall constitute, to for the managementavoidance of doubt, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Required Revolving Lenders)); (c) All governmental all fees and third party consents, authorizations and approvals necessary expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) including reasonable and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Credit Agreement) payable by the Borrower to the Administrative Agent and or the 2023 Revolving Lenders on or before the Seventh Amendment Closing Date shall have received (i) all documentation and other information been paid to the extent then due; provided that it reasonably requested from the Borrower (any such request expenses shall be required to be made not less than paid, as a condition precedent to the Seventh Amendment Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Effective Seventh Amendment Closing Date; (d) the Administrative Agent shall have received a duly executed officer’s certificate of the Borrower certifying, as of the Seventh Amendment Closing Date, that (A) each of the representations and warranties set forth in order Section 4 above is true and correct as of the Seventh Amendment Closing Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to comply with its obligations this Agreement and the transactions contemplated hereby; (e) subject to Section 6, the Administrative Agent shall have received the following: (i) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Seventh Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Seventh Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws or operating agreement, as applicable, of such Loan Party as in effect on the Seventh Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws or operating agreement, as applicable, of such Loan Party in the certificate delivered on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date, the Third Amendment Closing Date, the Fourth Amendment Closing Date or September 22, 2023, as applicable, are still in effect, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrower, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date, the Third Amendment Closing Date, the Fourth Amendment Closing Date or September 22, 2023, as applicable, has not changed; (f) the Administrative Agent shall have received, on behalf of itself and the 2023 Revolving Lenders, an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, in its capacity as New York counsel to the Loan Parties dated as of the Seventh Amendment Closing Date and addressed to the Administrative Agent and the 2023 Revolving Lenders and in form and substance consistent with the opinion delivered by such counsel on the Fourth Amendment Closing Date (to the extent applicable), taking into account the nature of this Agreement and the transactions contemplated hereby; and (g) the Administrative Agent and the 2023 Revolving Lenders shall have received, at least three (3) Business Days prior to the Seventh Amendment Closing Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the 2023 Revolving Lenders in writing at least 10 Business Days prior to the Seventh Amendment Closing Date and that the Administrative Agent and the 2023 Revolving Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act Act, and, if (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customerentity” customer under 31 C.F.R. § 1010.230 and (ii) the Beneficial Ownership Regulation, Administrative Agent has provided the Borrower the name of each requesting 2023 Revolving Lender and its electronic delivery requirements at least five days 10 Business Days prior to the Effective Seventh Amendment Closing Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certificationcustomary beneficial ownership certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182010, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the DTE Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Date”), provided that ) on which the following conditions precedent have been satisfied on such datesatisfied: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182013. (b) There shall exist no action, except as shall suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, overtly threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have been disclosed a Material Adverse Effect or contemplated in the SEC Reports, and (ii) no material adverse change in which could reasonably be expected to adversely affect the primary legality, validity or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by enforceability of the Loan Documents. (bc) The All KYC Information reasonably requested by the Agent or any Syndication Agent, or by the Lenders through the Agent or any Syndication Agent, at least five Business Days prior to the Effective Date, shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated received by the Loan DocumentsAgent, the requesting Syndication Agents and the requesting Lenders. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from required to be paid or reimbursed by the Borrower (including the accrued reasonable and documented fees and expenses of Shearman & Sterling LLP, counsel to the Agent), which such request fees and expenses shall have been invoiced to be made not less than three (3) the Borrower at least two Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAgent: (i) Counterpart signature pages of this AgreementA Note, executed dated the Effective Date, to each Lender to the extent requested by each of such Lender pursuant to Section 2.16 at least two Business Days prior to the parties heretoEffective Date. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as A certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date pursuant to Section 2.16. (iii) Certified Date, attaching copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a partythis Agreement and the Notes (if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythis Agreement and the Notes (if any). (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Borrower, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party this Agreement and the Notes (if any) and the other documents to be delivered hereunder or thereunderhereunder. (viv) Favorable A favorable opinion letters of Skadden, Arps, Slate, Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx & Xxxx LLP, special counsel to for the Borrower, substantially in dated the form of Exhibits E-1 and E-2, respectively, heretoEffective Date.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as Each of the date hereof (following is a condition precedent to the “Effective Date”), provided that effectiveness of this Agreement and to this Agreement amending and restating the following conditions precedent have been satisfied on such dateOriginal Loan Agreement in its entirety: (a) There Administrative and Collateral Agent shall have occurred received, in form and substance reasonably satisfactory to Administrative and Collateral Agent, all releases, terminations and such other documents as Administrative and Collateral Agent may request to evidence and effectuate the termination of all existing liens and security interests (iother than those of Administrative and Collateral Agent or any other liens permitted under Section 9.8 hereof) no Material Adverse Change since December 31with respect to the assets of each Borrower and each Guarantor, 2018including, except as shall have been disclosed but not limited to, UCC and PPSA termination statements for all such UCC and PPSA financing statements previously filed by any Person with respect to any Borrower or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.any Guarantor; (b) The Lenders Administrative and Collateral Agent shall have received all UCC financing statements and PPSA filings reasonably required by Administrative and Collateral Agent, each duly authorized or executed (as applicable) by each Borrower and each Guarantor, and Administrative and Collateral Agent shall have received searches reflecting the filing of all such UCC financing statements and PPSA filings, indicating that a valid, perfected, first-priority (under both the UCC and PPSA) lien on the Collateral has been given such accessgranted to Administrative and Collateral Agent, as such Lenders have reasonably requested, to for itself and the management, records, books of account, contracts and properties ratable benefit of the Borrower Lenders and its Significant Subsidiaries as they shall have requested.the Bank Product Providers; (c) All governmental all requisite corporate action and third party consents, authorizations and approvals necessary proceedings in connection with this Agreement and the transactions contemplated hereby other Financing Agreements shall be reasonably satisfactory in form and substance to Administrative and Collateral Agent, and Administrative and Collateral Agent shall have been obtained received all information and copies of all documents, including records of requisite corporate action and proceedings which Administrative and Collateral Agent may have reasonably requested in connection therewith, such documents where requested by Administrative and Collateral Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment including a copy of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated certificate of incorporation of each Borrower and each Guarantor certified by the Loan Documents.Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of each Borrower and each Guarantor as is set forth herein and such document as shall set forth the organizational identification number of such Borrower or such Guarantor, if one is issued in its jurisdiction of incorporation); (d) The Borrower Administrative and Collateral Agent shall have notified each Lender received, in form and substance reasonably satisfactory to Administrative and Collateral Agent, all consents, waivers, acknowledgments and other agreements from third persons which Administrative and Collateral Agent may deem necessary or desirable in order to permit, protect and perfect Administrative and Collateral Agent’s security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the Agent other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises of each Borrower and each Guarantor, by warehouses at which any Collateral is located and from bailees or other third parties who may from time to time be in writing as to possession or control of any portion of the proposed Effective Date.Collateral; (e) The Borrower Administrative and Collateral Agent shall have paid all accrued fees received, in form and reasonable expenses due substance reasonably satisfactory to Administrative and payable to Collateral Agent, Deposit Account Control Agreements by and among Administrative and Collateral Agent, each Borrower and each Guarantor, as the Agentscase may be, and each bank where such Borrower (or Guarantor) has a deposit account (including, without limitation, the Lenders Blocked Accounts), in each case, duly authorized, executed and delivered by such bank and such Borrower or such Guarantor (or Administrative and Collateral Agent shall be the Arrangers on or prior bank’s customer with respect to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.such deposit account as Administrative and Collateral Agent may specify); (f) Each of the Agent Administrative and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Collateral Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayevidence, in form and substance satisfactory to Administrative and Collateral Agent, that Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Borrower or any Guarantor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (g) Administrative and Collateral Agent shall have received and reviewed lien and judgment search results for the jurisdiction of incorporation or organization of each Borrower (except for any Notes requested other than BlueLinx) and each Guarantor, the jurisdiction of the chief executive office of each Borrower (other than BlueLinx) and each Guarantor and all U.S. and Canadian jurisdictions in which assets of each Borrower (other than BlueLinx) and each Guarantor are located, which search results shall be in form and substance satisfactory to Administrative and Collateral Agent; (h) Administrative and Collateral Agent shall have received, in form and substance reasonably satisfactory to them, patent and trademark security agreements executed by each Borrower and each Guarantor (to the Lendersextent not previously provided in connection with the Original Loan Agreement) in sufficient copies for each Lender:favor of Administrative and Collateral Agent with regard to all patents, trademarks and rights related thereto held by any Borrower or any Guarantor; (i) Counterpart signature pages of this AgreementAdministrative and Collateral Agent shall have received, in form and substance reasonably satisfactory to them, an amended and restated intercompany subordination agreement duly executed by Borrowers, Guarantors, and each of the parties hereto.their respective Subsidiaries; (iij) NotesAdministrative and Collateral Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, if anyin form and substance reasonably satisfactory to Administrative and Collateral Agent, to the order and certificates of each Lender requesting the issuance of a Note such required insurance policies and/or endorsements naming Administrative and Collateral Agent as of the Effective Date pursuant to Section 2.16.loss payee and/or additional insured, as applicable, under such required insurance policies; (iiik) Certified copies Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, the opinion letter of the resolutions of the Board of Directors of the counsel to each Borrower approving and each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, Guarantor with respect to each Loan Document the Financing Agreements and the security interests and liens of Administrative and Collateral Agent with respect to which it is a party.the Collateral and such other matters as Administrative and Collateral Agent may request; (ivl) A certificate Administrative and Collateral Agent shall have received originals of the Corporate Secretary or an Assistant Corporate Secretary shares of the Borrower certifying the names and true signatures stock certificates representing all of the officers issued and outstanding shares of the Capital Stock of each Borrower authorized and each Guarantor (other than BlueLinx) and owned by any Borrower or any Guarantor, in each case together with stock powers duly executed in blank with respect thereto; (m) Administrative and Collateral Agent shall have received, in form and substance satisfactory to sign each Loan Document Administrative and Collateral Agent, the Term Notes duly executed by Borrowers; (n) Administrative and Collateral Agent shall have received, in form and substance satisfactory to which it is Administrative and Collateral Agent, the amended and restated Fee Letter duly executed by the Borrowers; (o) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, an amended and restated stock pledge agreement, duly executed by BlueLinx; (p) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, a party general continuing guaranty, duly executed by BXX0, XXX0, XXX0 and BLX2; (q) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, a stock pledge agreement, duly executed by BFH1 and BFH2; (r) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to be delivered hereunder or thereunderAdministrative and Collateral Agent, in form and substance satisfactory to Administrative and Collateral Agent. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement agreement shall become effective on and as upon the fulfillment of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateprecedent: (a) There shall have occurred to the extent not already delivered to the Administrative Agent, each Obligor has executed and delivered to the Administrative Agent the Credit Documents (iincluding, in respect of any Credit Documents delivered pursuant to the Existing Credit Agreement, confirmations thereof) no Material Adverse Change since December 31to which it is a party, 2018, except as shall have been disclosed or contemplated each in form and substance satisfactory to the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Administrative Agent; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayreceived, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAdministrative Agent: (i) Counterpart signature pages of this Agreement, executed by each a Closing Certificate of the parties hereto.Borrower; (ii) Notesa certificate of status, if any, to compliance or good standing for each Obligor issued by the order of each Lender requesting the issuance of a Note as appropriate governmental body or agency of the Effective Date pursuant to Section 2.16.jurisdiction in an Obligor is incorporated; (iii) Certified copies a certificate of status, compliance or good standing for each Obligor issued by the appropriate governmental body or agency of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it jurisdiction in an Obligor is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.incorporated; (iv) A certificate opinions of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially addressed to, inter alia, the Administrative Agent and the Finance Parties and their counsel, relating to the status and capacity of the Borrower, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents dated on or about the date hereof (other than the Fee Letters) to which the Borrower is a party in the form jurisdiction of Exhibits E-1 incorporation of the Borrower and E-2the continuing perfection of the security interests created by the Security Documents in the jurisdiction where the Secured Assets of the Borrower are located or otherwise where the Borrower is incorporated, respectivelyand such other matters as the Administrative Agent may reasonably request; (c) all documents and instruments shall have been properly registered, heretorecorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security; (d) the Borrower shall have paid the fees specified in the Fee Letters as well as all reasonable and documented out-of-pocket expenses payable to the Administrative Agent under or in connection with the Credit Documents (including the reasonable fees, disbursements and other charges of one primary counsel and one local or special counsel per applicable jurisdiction); and (e) no Material Adverse Effect shall have occurred since December 31, 2021.

Conditions Precedent to Effectiveness of this Agreement. (a) This Agreement Amendment No. 5 shall become effective on and as of the date hereof when the following conditions are met (the “Agreement Effective Date”), provided that the following conditions precedent have been satisfied on such date:): (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart counterpart signature pages page of this Agreement, Amendment No. 5 duly executed by each of the parties hereto.Parent Guarantor, the Borrowers, the Guarantors, the Administrative Agent and the Extending Revolving Credit Lenders; (ii) Notes, if any, to the order Administrative Agent shall have received the favorable legal opinion of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx Dxxxx Xxxx & Wxxxxxxx LLP, counsel to the BorrowerLoan Parties and (ii) Kxxxx Xxxx LLP, substantially counsel to the Loan Parties; (iii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Amendment No. 5, the performance of the Credit Agreement and each other applicable Loan Document, in each case as amended, extended or otherwise modified hereby, and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and (iv) the Administrative Agent shall have received a certificate, dated as of Exhibits E-1 the Agreement Effective Date, signed by a Responsible Officer certifying that (i) each of the Master Lease and E-2the Recognition Agreement (and in each case any amendments thereto) are in full force and effect as of such date and attaching executed copies of the Master Lease and the Recognition Agreement (and in each case any amendments thereto), respectively(ii) the representations and warranties of each Loan Party contained in Article 5 of the Credit Agreement and in each other Loan Document (including, heretofor the avoidance of doubt, this Amendment No. 5) are true and correct in all material respects as of Agreement Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they are true and correct in all respects and (iii) as of the Agreement Effective Date, no Default or Event of Default exists or will result from the effectiveness of this Amendment No. 5.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the condition precedent that the Administrative Agent and each Lender shall be satisfied with, or the Borrower shall have delivered to the Administrative Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) this Agreement shall become effective have been duly executed and delivered by the Borrower and the General Partner; LEGAL_1:60252742.8 (b) all representations and warranties contained in Section 8.1 shall be true on and as of the date hereof (Effective Date with the “same effect as if such representations and warranties had been made on and as of the Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Administrative Agent and the Lenders shall have received a Twenty-Second Supplemental Indenture, Pledged Bond and Bond Delivery Agreement, all other Credit Documents and all other documents, certificates or other deliveries required under the Trust Indenture or by the Administrative Agent and the Lenders, each duly executed by the Borrower; (id) all documentation the following documents in form, substance and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior execution acceptable to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for been delivered to the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatAdministrative Agent: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified duly certified copies of the resolutions of the Board of Directors constating documents of the Borrower approving each Loan Document to which it is a party, and the General Partner and of all documents evidencing other necessary corporate action proceedings taken and governmental approvals, if any, with respect required to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of be taken by the Borrower certifying to authorize the names execution and true signatures delivery of this Agreement and the officers of the Borrower authorized to sign each Loan Document Credit Documents to which it is a party and the other documents to be delivered hereunder or thereunder.entering into and performance of the transactions contemplated herein and therein; (vii) Favorable opinion letters certificates of Xxxxxxx Xxxxx, incumbency of the Associate General Counsel Partner setting forth specimen signatures of DTE Energy, the persons authorized to execute this Agreement and Hunton Xxxxxxx Xxxxx LLP, counsel the Credit Documents to which it is a party; (iii) certificate of status or the equivalent relative to the BorrowerBorrower and the General Partner under the laws of Canada or its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent and the Lenders; (e) the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, substantially governmental and other third party approvals have been obtained in form and substance acceptable to the form Administrative Agent and the Lenders, each acting reasonably; (f) the Upfront Fee and all other fees payable on or before the date hereof in connection with the Credit Facility under this Agreement shall have been paid to the applicable parties; and (g) the Administrative Agent and the Lenders are satisfied in their sole and absolute discretion that all of Exhibits E-1 and E-2, respectively, heretothe provisions of Article 9 have been complied with to their satisfaction.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as Each of the date hereof (following is a condition precedent to the “Effective Date”), provided that effectiveness of this Agreement and to this Agreement amending and restating the following conditions precedent have been satisfied on such dateOriginal Loan Agreement in its entirety: (a) There Administrative and Collateral Agent shall have occurred received, in form and substance reasonably satisfactory to Administrative and Collateral Agent, all releases, terminations and such other documents as Administrative and Collateral Agent may request to evidence and effectuate the termination of all existing liens and security interests (iother than those of Administrative and Collateral Agent or any other liens permitted under Section 9.8 hereof) no Material Adverse Change since December 31with respect to the assets of each Borrower and each Guarantor, 2018including, except as shall have been disclosed but not limited to, UCC and PPSA termination statements for all such UCC and PPSA financing statements previously filed by any Person with respect to any Borrower or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.any Guarantor; (b) The Lenders Administrative and Collateral Agent shall have received all UCC financing statements and PPSA filings reasonably required by Administrative and Collateral Agent, each duly authorized or executed (as applicable) by each Borrower and each Guarantor, and Administrative and Collateral Agent shall have received searches reflecting the filing of all such UCC financing statements and PPSA filings, indicating that a valid, perfected, first-priority (under both the UCC and PPSA) lien on the Collateral has been given such accessgranted to Administrative and Collateral Agent, as such Lenders have reasonably requested, to for itself and the management, records, books of account, contracts and properties ratable benefit of the Borrower Lenders and its Significant Subsidiaries as they shall have requested.the Bank Product Providers; (c) All governmental all requisite corporate action and third party consents, authorizations and approvals necessary proceedings in connection with this Agreement and the transactions contemplated hereby other Financing Agreements shall be reasonably satisfactory in form and substance to Administrative and Collateral Agent, and Administrative and Collateral Agent shall have been obtained received all information and copies of all documents, including records of requisite corporate action and proceedings which Administrative and Collateral Agent may have reasonably requested in connection therewith, such documents where requested by Administrative and Collateral Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment including a copy of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated certificate of incorporation of each Borrower and each Guarantor certified by the Loan Documents.Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of each Borrower and each Guarantor as is set forth herein and such document as shall set forth the organizational identification number of such Borrower or such Guarantor, if one is issued in its jurisdiction of incorporation); (d) The Borrower Administrative and Collateral Agent shall have notified each Lender received, in form and substance reasonably satisfactory to Administrative and Collateral Agent, all consents, waivers, acknowledgments and other agreements from third persons which Administrative and Collateral Agent may deem necessary or desirable in order to permit, protect and perfect Administrative and Collateral Agent’s security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the Agent other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises of each Borrower and each Guarantor, by warehouses at which any Collateral is located and from bailees or other third parties who may from time to time be in writing as to possession or control of any portion of the proposed Effective Date.Collateral; (e) The Borrower Administrative and Collateral Agent shall have paid all accrued fees received, in form and reasonable expenses due substance reasonably satisfactory to Administrative and payable to Collateral Agent, Deposit Account Control Agreements by and among Administrative and Collateral Agent, each Borrower and each Guarantor, as the Agentscase may be, and each bank where such Borrower (or Guarantor) has a deposit account (including, without limitation, the Lenders Blocked Accounts), in each case, duly authorized, executed and delivered by such bank and such Borrower or such Guarantor (or Administrative and Collateral Agent shall be the Arrangers on or prior bank’s customer with respect to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.such deposit account as Administrative and Collateral Agent may specify); (f) Each of the Agent Administrative and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Collateral Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayevidence, in form and substance satisfactory to Administrative and Collateral Agent, that Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Borrower or any Guarantor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (g) Administrative and Collateral Agent shall have received and reviewed lien and judgment search results for the jurisdiction of incorporation or organization of each Borrower (except for any Notes requested other than BlueLinx) and each Guarantor, the jurisdiction of the chief executive office of each Borrower (other than BlueLinx) and each Guarantor and all U.S. and Canadian jurisdictions in which assets of each Borrower (other than BlueLinx) and each Guarantor are located, which search results shall be in form and substance satisfactory to Administrative and Collateral Agent; (h) Administrative and Collateral Agent shall have received, in form and substance reasonably satisfactory to them, patent and trademark security agreements executed by each Borrower and each Guarantor (to the Lendersextent not previously provided in connection with the Original Loan Agreement) in sufficient copies for each Lender:favor of Administrative and Collateral Agent with regard to all patents, trademarks and rights related thereto held by any Borrower or any Guarantor; (i) Counterpart signature pages of this AgreementAdministrative and Collateral Agent shall have received, in form and substance reasonably satisfactory to them, an amended and restated intercompany subordination agreement duly executed by Borrowers, Guarantors, and each of the parties hereto.their respective Subsidiaries; (iij) NotesAdministrative and Collateral Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, if anyin form and substance reasonably satisfactory to Administrative and Collateral Agent, to the order and certificates of each Lender requesting the issuance of a Note such required insurance policies and/or endorsements naming Administrative and Collateral Agent as of the Effective Date pursuant to Section 2.16.loss payee and/or additional insured, as applicable, under such required insurance policies; (iiik) Certified copies Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, the opinion letter of the resolutions of the Board of Directors of the counsel to each Borrower approving and each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, Guarantor with respect to each Loan Document the Financing Agreements and the security interests and liens of Administrative and Collateral Agent with respect to which it is a party.the Collateral and such other matters as Administrative and Collateral Agent may request; (ivl) A certificate Administrative and Collateral Agent shall have received originals of the Corporate Secretary or an Assistant Corporate Secretary shares of the Borrower certifying the names and true signatures stock certificates representing all of the officers issued and outstanding shares of the Capital Stock of each Borrower authorized and each Guarantor (other than BlueLinx) and owned by any Borrower or any Guarantor, in each case together with stock powers duly executed in blank with respect thereto; (m) Administrative and Collateral Agent shall have received, in form and substance satisfactory to sign each Loan Document Administrative and Collateral Agent, the Term Notes duly executed by Borrowers; (n) Administrative and Collateral Agent shall have received, in form and substance satisfactory to which it is Administrative and Collateral Agent, the amended and restated Fee Letter duly executed by the Borrowers; (o) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, an amended and restated stock pledge agreement, duly executed by BlueLinx; (p) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, a party general continuing guaranty, duly executed by XXX0, XXX0, XXX0 and BLX2; (q) Administrative and Collateral Agent shall have received, in form and substance satisfactory to Administrative and Collateral Agent, a stock pledge agreement, duly executed by BFH1 and BFH2; (r) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to be delivered hereunder or thereunderAdministrative and Collateral Agent, in form and substance satisfactory to Administrative and Collateral Agent. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective First Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There the Administrative Agent (or its counsel) shall have occurred received counterparts of this Agreement that, when taken together, bear the signatures of (i1) no Material Adverse Change since December 31the Borrower, 2018(2) Holdings, except (3) the Reaffirming Loan Parties (as shall have been disclosed or contemplated defined in Section 7 hereof), (4) the SEC Reports, Administrative Agent and (ii5) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Incremental Term Loan Documents.Lender; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts all fees and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) including reasonable and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Agent and Credit Agreement) payable by the Lenders Borrower on or before the First Amendment Closing Date shall have received (i) all documentation and other information been paid to the extent then due; provided that it reasonably requested from the Borrower (any such request expenses shall be required to be made not less than three paid, as a condition precedent to the First Amendment Closing Date, only to the extent invoiced at least two (32) Business Days prior to the Effective First Amendment Closing Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.; (gc) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf duly executed officer’s certificate of the Borrower by a duly authorized Financial Officer certifying, as of the Borrower, dated the Effective First Amendment Closing Date, stating, among other things, that: that (iA) The each of the representations and warranties contained set forth in Section 4.01 4 above are true and correct on and as of the Effective Date, and First Amendment Closing Date and (iiB) No event no Default or Event of Default has occurred and is continuing that constitutes a Default.both before and immediately after giving effect to this Agreement and the transactions contemplated hereby; (hd) The the Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance : a copy of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A short form certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures State or other applicable Governmental Authority of the officers of the Borrower authorized to sign jurisdiction in which each Loan Document to which it Party is a party organized, dated reasonably near the First Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters laws of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.such jurisdiction; and

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182020, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxXxx Xxxxxx, the Associate General Counsel Senior Vice President and Chief Legal Officer of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of, and the Lender shall be obligated to make the first of the Advances only on or after, the later of the date hereof (or the “Effective Date”), provided that first date on which all of the following conditions precedent have been satisfied on such date:(the “Effective Date”): (a) There The Borrower shall have occurred (i) no Material Adverse Change since December 31identified the Designated Account and provided to the Lender all documentation reasonably required by the Lender to effect the ACH deposits and withdrawals hereunder, 2018or in the alternative, except as the Borrower shall have been disclosed or contemplated in provided the SEC Reports, Lender with written wire instructions to effect a wire disbursement of deposits and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documentswithdrawals hereunder. (b) The Lenders Borrower shall have been given such accessestablished and/or funded, as such Lenders have reasonably requested, and pledged to the managementLender, records, books of account, contracts and properties of an account at Xxxxxx Xxxxxxx Xxxxx Xxxxxx in each case upon terms satisfactory to the Borrower and Lender in its Significant Subsidiaries as they shall have requestedsole discretion. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby The Borrower shall have been obtained (without paid each of the imposition of any conditions that are not acceptable required fees payable pursuant to the LendersBasic Terms, if any, as well as any other expenses or other payment items set forth in Section 7.04(a) hereof or in any Closing Checklist that the Lender may have provided to the Borrower including, without limitation, any and shall remain in effect, all legal fees and no law or regulation shall be applicable in disbursements of counsel to the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan DocumentsLender associated herewith. (d) The Borrower Lender shall have notified each received on or before the date of the first Advance to be made hereunder all of the documents listed on any Closing Checklist that the Lender and the Agent in writing as may have provided to the proposed Effective DateBorrower, in addition to that which is set forth elsewhere in this Section 3.01, all in form and substance satisfactory to the Lender. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders Lender shall have received (i) all documentation such other approvals, opinions and other information that it documents as the Lender may reasonably requested from request. Upon satisfaction of such conditions, the Borrower hereby authorizes the Lender to insert, update or correct (a) any names, addresses and titles on behalf of the Borrower, the Lender or any other Loan Party in any Loan Document, (b) the date of each Loan Document, where required in such request to document, and (c) the effective interest rate and, as applicable, the repayment schedule in the Basic Terms hereof, whereupon the first Advance shall be made not less than three (3) Business Days prior available to the Effective Date) Borrower in order to comply accordance with its obligations under the applicable “know your customer” terms and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pubconditions hereof. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days At any time prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daymay, in form its sole and substance satisfactory to the Agent and (except for absolute discretion, terminate any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notesobligation it may have, if any, to execute and deliver this Agreement and make the order of each Lender requesting the issuance of a Note as Revolving Loan, whereupon any obligation of the Effective Date pursuant Lender hereunder to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, make any Advance or in any other document executed in connection with any Advance shall terminate and be void and of all documents evidencing other necessary corporate action no force and governmental approvals, if any, with respect to each Loan Document to which it is a partyeffect. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date. The Effective Date shall occur when: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as this Agreement shall have been disclosed or contemplated in the SEC Reports, executed and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated delivered by the Loan Documents.Borrower and the Administrative Agent; (b) The Lenders the Administrative Agent and the Borrower either shall have been given notified by each Initial Lender that such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they Initial Lender has executed this Agreement or shall have requested.received a counterpart of this Agreement executed by such Initial Lender; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daythe date of delivery thereof unless otherwise specified below (which date shall be selected by the Borrower and be the same for all documents and all Lenders), in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the LendersNotes, if any) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender the Lenders requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16.Notes, respectively; (iiiii) Certified certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a partythe Acquisition and the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, if any, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.this Agreement and the Notes, if any; (iviii) A a certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower (A) certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party this Agreement and the Notes, if any, and the other documents to be delivered hereunder or thereunder.and (B) if the Effective Date is other than the date of this Agreement, certifying that the representations and warranties contained in Section 4.01 are true and correct as of the Effective Date; (iv) a favorable opinion of the Borrower's Vice President and General Counsel, in substantially the form of Exhibit F hereto; and (v) Favorable a favorable opinion letters of Xxxxxxx XxxxxJones, the Associate General Counsel of DTE EnergyDay, and Hunton Xxxxxxx Xxxxx LLPReavis & Pogue, New York counsel to the Borrowerthx Xxxrower, substantially in xx xxxstantially the form of Exhibits E-1 Exhibit G hereto; (d) the Administrative Agent shall have received all fees and E-2other amounts due and payable on or prior to the Effective Date; and (e) the Acquisition Conditions shall be, respectivelyor shall have been, heretosatisfied.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182014, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the teh primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Ninth Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There shall have occurred (iSubject to Section 2(d) no Material Adverse Change since December 31hereof, 2018prior to or substantially concurrently with the funding of the Initial Term Loans pursuant to this Agreement, except as shall have been disclosed or contemplated in the SEC Reportsall principal, accrued and unpaid interest, fees, premium, if any, and (ii) no material adverse change other amounts outstanding with respect to the Existing Term Loans will be repaid in full and all commitments to provide Existing Term Loans under the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Existing Credit Agreement will be terminated; (b) The Lenders the Administrative Agent (or its counsel) shall have been given such accessreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdings, (iii) the Reaffirming Loan Parties (as such Lenders have reasonably requesteddefined in Section 8 hereof), to (iv) the management, records, books of account, contracts Administrative Agent and properties of (v) the Borrower and its Significant Subsidiaries as they shall have requested.New Term Lenders; (c) All governmental all fees and third party consents, authorizations and approvals necessary expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) including reasonable and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Agent and Existing Credit Agreement) payable by the Borrower to the Administrative Agent, the Joint Lead Arrangers or the Lenders on or before the Ninth Amendment Closing Date shall each have received (i) all documentation and other information been paid to the extent then due; provided that it reasonably requested from the Borrower (any such request expenses shall be required to be made not less than paid, as a condition precedent to the Ninth Amendment Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Effective Ninth Amendment Closing Date; (d) the Administrative Agent shall have received a duly executed officer’s certificate of the Borrower certifying, as of the Ninth Amendment Closing Date, that (A) each of the representations and warranties set forth in order Section 4 above is true and correct as of the Ninth Amendment Closing Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to comply with its obligations this Agreement and the transactions contemplated hereby; (e) subject to Section 6, the Administrative Agent shall have received the following: (i) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Ninth Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Ninth Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of (A) the certificate of incorporation or formation, as applicable, and (B) the by-laws or operating agreement, as applicable, of such Loan Party as in effect on the Ninth Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the (A) the certificate of incorporation or formation, as applicable, and (B) the by-laws or operating agreement, as applicable, of such Loan Party in the certificate delivered on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date, the Third Amendment Closing Date, the Fourth Amendment Closing Date, the Seventh Amendment Closing Date, September 22, 2023 or the Eighth Amendment Closing Date, as applicable, are still in effect, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrower, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Third Amendment Closing Date, the Fourth Amendment Closing Date or September 22, 2023, as applicable, has not changed; (f) the Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, in its capacity as New York counsel to the Loan Parties dated as of the Ninth Amendment Closing Date and addressed to the Administrative Agent and the Lenders and in form and substance consistent with the opinion delivered by such counsel on the Seventh Amendment Closing Date (to the extent applicable), taking into account the nature of this Agreement and the transactions contemplated hereby; (g) the Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Ninth Amendment Closing Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Lenders in writing at least ten (10) Business Days prior to the Ninth Amendment Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act Act, and, if (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customerentity” customer under 31 C.F.R. § 1010.230 and (ii) the Beneficial Ownership Regulation, Administrative Agent has provided the Borrower the name of each requesting Lender and its electronic delivery requirements at least five days ten (10) Business Days prior to the Effective Ninth Amendment Closing Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.customary beneficial ownership certification; (gh) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of from the Borrower, dated in accordance with Section 2.03 of the Effective DateExisting Credit Agreement, statinga Borrowing Request with respect to the funding of Initial Term Loans on the Ninth Amendment Closing Date (it being agreed that, among other thingsnotwithstanding anything to the contrary in the Amended Credit Agreement, that:the initial Interest Period for Initial Term Loans borrowed on the Ninth Amendment Closing Date may be of such duration as shall have been separately agreed by the Borrower and the Administrative Agent and set forth in the Borrowing Request delivered with respect thereto, and for the purpose of determining Adjusted Term SOFR pursuant to the definition of such term, such Interest Period shall be deemed to have a tenor of one month); and (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before from the Effective Date the following, each dated such dayBorrower, in form and substance satisfactory to accordance with Section 2.11(a) of the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Existing Credit Agreement, executed by each a notice of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, prepayment with respect to each Loan Document to which it is a party. (iv) A certificate the prepayment on the Ninth Amendment Closing Date of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunderExisting Term Loans. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxX. Solo, the Associate Assistant General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182009, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that each of the conditions precedent set forth in the 2010 Three-Year Agreement for the effectiveness thereof (other than the satisfaction of this clause (vi)) has been satisfied.

Conditions Precedent to Effectiveness of this Agreement. This Agreement agreement shall become effective on and as upon the prior or concurrent fulfillment or waiver of the date hereof following conditions precedent (the “Effective DateTime”). Where delivery of documents is referred to, provided that the following conditions precedent documents shall be delivered to the Agent, for and on behalf of the Lenders, and shall be, where applicable, duly executed by all parties thereto and otherwise in full force and effect and in form and substance satisfactory to the Lenders. The Agent shall have been satisfied on such datereceived: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, a copy of this Agreement duly executed and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated delivered by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.Obligors; (fb) Each a copy of the Agent administrative agent transfer agreement duly executed and delivered by CIBC, as retiring administrative agent, NBC, as new administrative agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.Borrower; (gc) On the Effective Date, the following statements shall be true an executed acknowledgement and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayconfirmation agreement, in form and substance satisfactory to the Agent, from each of the Obligors, as to the continuing effectiveness of the Security Documents delivered by such Obligor under this Agreement; (d) a certificate of each of the Obligors certifying (A) as to its Constating Documents (copies of which are attached to that certificate, or including a statement that no changes have been made to such Constating Documents since June 20, 2018) and such other corporate information as the Agent may reasonably require and (B) a list of its officers and directors with specimens of the signatures of those who are executing this Agreement, and all other documents relating to this Agreement, on its behalf and the corporate proceedings taken to authorize it to execute, deliver and perform its obligations under this Agreement, and all other documents relating to this Agreement; (e) to the extent not previously delivered, an updated Compliance Certificate from the Borrower for the twelve months ended June 30, 2021; (f) a certificate of status, compliance, good standing or similar certificate for the jurisdiction of incorporation of each of the Obligors and for each jurisdiction where such Obligor carries on business; (g) opinions of counsel to each Obligor addressed to the Agent and the Lenders as of the Restatement Date relating to (except for any Notes requested by i) the Lendersstatus and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of this Agreement, (ii) in sufficient copies for each Lender:the valid assignment and continuing enforceability of the Loan Documents assigned to NBC, as Agent, (iii) the continuing effectiveness and perfection of the security granted pursuant to the Security Documents and (iv) such other matters as the Administrative Agent may reasonably request; (h) all security registrations perfecting the security interests under the Security Documents shall have been amended (i) to reflect NBC, as Agent, as the secured party thereunder and (ii) to extend the term of such registrations to a date which is at least one year after the Maturity Date; (i) Counterpart signature pages all physical collateral (ie: pledged share certificates) previously pledged to CIBC, as administrative agent under the Existing Credit Agreement; (A) certificates of this Agreement, executed by each insurance or other evidence that the covenants and conditions of the parties hereto. Loan Documents concerning insurance coverage are being complied with and (iiB) Notesendorsements naming the Agent, if any, to the order of each Lender requesting the issuance of a Note as on behalf of the Effective Date pursuant Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, be maintained with respect to each Loan Document to which it is a party. (iv) A certificate the Property of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.Obligors;

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and the Closing Date so long as each of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateto the reasonable satisfaction of the respective parties hereto and the Issuing Entity and the Indenture Trustee: (a) There the Loan Seller and the Purchaser and the Issuing Entity each shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.received a fully executed copy of this Agreement; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender Purchaser and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders Issuing Entity shall have received (i) all documentation and other information that it reasonably requested an officer’s certificate from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Responsible Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations Loan Seller and warranties contained in Section 4.01 are correct on and including as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the an exhibit thereto resolutions of the Board of Directors of the Borrower Loan Seller approving each this Agreement and the transactions contemplated hereunder; (c) the Loan Document Seller shall, at its own expense, on or prior to the Closing Date, indicate in its computer files that the Loans have been sold to the Purchaser pursuant to this Agreement and deliver to the Purchaser the Loans identified on Schedule I of this Agreement, which it is schedule shall be certified by the Chairman, the President, an Executive Vice President or the Treasurer of the Loan Seller to be true, correct and complete; (i) [ ] will review the characteristics of the Loans identified on Schedule I of this Agreement and will compare those characteristics to the information with respect to the Loans contained in the Preliminary Prospectus Supplement, dated as of [ ] (together with its supplement dated as of the same date, the “Preliminary Prospectus Supplement”) and the Final Prospectus Supplement, dated as of [ ] (together with its supplement dated as of the same date, the “Final Prospectus Supplement”); (ii) the Loan Seller will cooperate with the Purchaser and [ ] in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review set forth in clause (i) above and to deliver the letters required of them under the Underwriting Agreement; and (iii) [ ] will deliver to the Purchaser a letter, dated the date of the Final Prospectus Supplement, in the form previously agreed to by the Loan Seller and the Purchaser, with respect to the financial and statistical information contained in the Preliminary Prospectus Supplement and the Final Prospectus Supplement and with respect to such other information as may be agreed in the form of letter; (e) the Loan Seller shall execute and deliver the Assignment; (f) the Loan Seller shall have recorded and filed, at its own expense, a UCC-1 financing statement with the Recorder of Deeds of the District of Columbia and the Office of the Secretary of State of the State of Ohio in the District of Columbia, naming the Loan Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and containing a collateral description covering the Conveyed Assets or such other description as approved by the Purchaser, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the transfer, assignment and conveyance of the Conveyed Assets on the Closing Date to the Purchaser pursuant to this Agreement. In each case, the Loan Seller shall deliver a file-stamped copy of each of such UCC-1 financing statements as soon as available following such filing. The Loan Seller hereby authorizes the filing, by the Purchaser and the Issuing Entity (at the Loan Seller’s expense) of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or maintain the perfection of the security interest granted to the Purchaser herein over the Conveyed Assets. The Loan Seller shall deliver a file-stamped copy of each UCC-1 financing statement to the parties named as sellers, and/or debtors in such UCC-1 financing statements as soon as available following such filing. (g) all documents evidencing of the representations and warranties of the Loan Seller and the Purchaser under this Agreement shall be true and correct as of the Closing Date or such other necessary corporate action date as specified in such representation or warranty, and governmental approvalsneither a Servicer Replacement Event nor an event which, with notice or the passage of time, would constitute a Servicer Replacement Event, shall have occurred; (h) the results of the Purchaser’s due diligence review, if any, shall have been reasonably satisfactory, to the Purchaser; and (i) all other terms and conditions of this Agreement applicable to any party thereto shall have been complied with respect except to each Loan Document to which it is a the extent waived in writing by the other party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as upon the fulfillment, to the satisfaction of Agent, of each of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateset forth below: (a) There the Closing Date shall have occurred (i) no Material Adverse Change since December 31occur on or before April 30, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.2007; (b) The Lenders Agent shall have been given received each of the following documents, in form and substance reasonably satisfactory to Agent, duly executed, and each such accessdocument shall be in full force and effect: (i) an acknowledgment regarding the Intercreditor Agreement, executed by Agent, U.S. Bank National Association, as such Lenders have reasonably requestedTrustee, and Parent, in form and substance satisfactory to Agent, (ii) an amendment to the managementPatent Security Agreement previously executed by US Borrower, recordsdated as of April 16, books 2004, in form and substance satisfactory to Agent, (iii) an amendment to the Trademark Security Agreement previously executed by US Borrower, dated as of accountApril 16, contracts 2004, in form and properties substance satisfactory to Agent, (iv) Intentionally omitted, (v) an amendment and restatement of the Borrower Guaranty from each of Parent, Cayman Parent II, Cayman Parent III, Cayman Parent IV and its Significant Subsidiaries Smart Modular Malaysia and a Guaranty from Smart Modular Brazil and Modular Brazil, (vi) an amendment and restatement of the Intercompany Subordination Agreement, (vii) an amendment and restatement of the Cayman Pledge Agreements, together with all certificates representing the shares of Stock pledged thereunder (if any) the Cayman Share Transfer Forms and Cayman Share Issuer Undertakings related thereto, (viii) amendments to the Cayman Deeds of Charge from each of Parent, Cayman Parent II, Cayman Parent III and Cayman Parent IV, (ix) an amendment and restatement to the US Buyer Pledge Agreement, together with (if applicable) all certificates representing the shares of Stock pledged thereunder, as they shall have requested.well as Stock powers with respect thereto endorsed in blank by the applicable pledgor, (x) an executed copy of the Novation Agreement, and (xi) an executed and effective Assignment and Acceptance Agreement entered into by Xxxxx Fargo Foothill, Inc. and Xxxxx Fargo Bank, National Association, and accepted by the Administrative Borrower, pursuant to which the Original Agent’s interest has been transferred to the Agent and the Original Lender’s Commitment has been transferred to the Lenders, (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby Agent shall have been obtained (without received a certificate from the imposition Secretary or a Responsible Officer of any conditions that are not acceptable each Borrower attesting to the Lenders) and shall remain in effectresolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and no law or regulation shall be applicable in performance of this Agreement and the reasonable judgment other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.same; (d) The Borrower Agent shall have notified received copies of each Lender and the Agent in writing Borrower’s Governing Documents, as amended, modified, or supplemented to the proposed Effective Closing Date., certified by the Secretary or a Responsible Officer of such Borrower; (e) The Borrower Agent shall have paid all accrued fees and reasonable expenses due and payable received a certificate of status with respect to each Borrower, dated within 15 days (or such other time as may be agreed by Agent in its Permitted Discretion) of the Agents, the Lenders and the Arrangers on or prior to the Effective Closing Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required such certificate to be reimbursed or paid issued by the appropriate officer or official body of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower hereunder.is in good standing (if applicable) in such jurisdiction; (f) Each of the Agent and the Lenders shall have received certificates of status with respect to each Borrower, each dated within 30 days (ior such other time as agreed by Agent in its Permitted Discretion) all documentation and other information that it reasonably requested from of the Borrower (Closing Date, such request certificates to be made not less issued by the appropriate officer of the jurisdictions (other than three the jurisdiction of organization of such Borrower) listed on Schedule 3.1(f), which certificates shall indicate that such Borrower is in good standing (3) Business Days prior to the Effective Dateif applicable) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.jurisdictions; (g) On the Effective Date, the following statements shall be true and the Agent shall have received for a certificate from the account Secretary or a Responsible Officer of each Lender Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a certificateparty and authorizing specific officers of such Guarantor to execute the same; (h) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary or a Responsible Officer of such Guarantor; (i) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days (or such other time as agreed by Agent in its Permitted Discretion) of the Closing Date, such certificate to be issued by the appropriate officer or official body of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing (if applicable) in such jurisdiction; (j) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days (or such other time as agreed by Agent in its Permitted Discretion) of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) listed on Schedule 3.1(j), which certificates shall indicate that such Guarantor is in good standing (if applicable) in such jurisdictions; (k) Agent shall have received opinions of: (i) Xxx Xxxxxx, General Counsel to the Obligors, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, andO-1; (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the followingXxxxx Xxxx & Xxxxxxxx, each dated such day, in form and substance satisfactory special New York counsel to the Agent and (except for any Notes requested by Obligors, substantially in the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages form of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16.Exhibit O-2; (iii) Certified copies Morris, Nichols, Arsht & Xxxxxxx, special Delaware counsel to SMART Modular Technologies (DE), Inc., substantially in the form of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.Exhibit O-3; (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxDLA Xxxxx Xxxxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, special California counsel to the US Borrower, substantially in the form of Exhibits E-1 Exhibit O-4; (v) Xxxxxx and E-2Calder, respectivelyspecial Cayman Islands counsel to Parent, heretoCayman Parent II, Cayman Parent III, Cayman Parent IV, Foreign Holdings and PR Borrower, substantially in the form of Exhibit O-5; (vi) Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special Puerto Rican counsel to PR Borrower, substantially in the form of Exhibit O-6; (vii) Xxxxxx Xxxxxxxx & Co., special Malaysian counsel to Smart Modular Malaysia, substantially in the form of Exhibit O-7; (viii) Intentionally omitted; (ix) McGrigors LLP, special United Kingdom counsel to Agent, substantially in the form of Exhibit O-9; and (x) McGrigors LLP, special Scottish counsel to UK Borrower, substantially in the form of Exhibit O-10; (l) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement as to which invoices were submitted to the Administrative Borrower at least 2 Business Days prior to the Closing Date; (m) Obligors and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Obligors or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (n) to the extent not previously provided, Borrowers shall have provided Agent with a list of all of their material contracts and a copy of any such contracts identified by Agent; (o) Agent shall have received conformed copies of the (i) register of members of each Cayman Obligor and (ii) register of mortgages and charges in respect of each Cayman Obligor; (p) Agent shall have received evidence of the termination of Xxxxx Fargo Foothill, Inc.’s obligations under (i) any Letter of Credit and (ii) any Hedge Agreement to which Xxxxx Fargo Foothill, Inc. and one or more of the Obligors is a party; (q) Agent shall have received the Upfront Fee; and (r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on not be effective, and as of the date hereof (Lenders shall have no obligation to make the “Effective Date”)Advances in connection with the Initial Borrowing, provided that unless and until the following conditions precedent shall have been satisfied on such datesatisfied: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses payable hereunder or under the Fee Letter to the extent due and payable to incurred through (and for which statements have been provided prior to) the Agents, date of the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderinitial Borrowing. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (ib) The representations and warranties contained set forth in Section 4.01 are shall be true and correct on and as of such date with the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Defaultsame effect as though made on such date. (hc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such the same day, in form and substance reasonably satisfactory to the Administrative Agent and (except for any Notes requested by in the Lenderscase of the Notes) in sufficient copies for each Lender: (i) Counterpart signature pages Duly executed copies of (A) this Agreement, Agreement executed by each the Borrower and the Lenders and (B) any Note requested by a Lender duly executed by the Borrower in favor of the parties heretosuch Lender. (ii) NotesCertified copies of the articles or certificate of incorporation and bylaws of the Borrower, if any, to the order of each Lender requesting the issuance of a Note together with all amendments and modifications thereto as of the Effective Date pursuant to Section 2.16date of delivery and a certificate of good standing for the Borrower issued by the Secretary of State of the state of its incorporation. (iii) Certified copies (A) of the resolutions of the Board of Directors of the Borrower approving each Loan Document granting authority to which it is a partythe Borrower’s officers to execute financing or credit arrangements, and (B) of all documents evidencing other necessary corporate action and governmental approvals, if any, approvals with respect to each Loan Document to the execution, delivery and performance by the Borrower of the Credit Documents and (C) true and correct copies of the Put Agreements, which it is a partyshall be in full force and effect. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party this Agreement and the other documents to be delivered hereunder or thereunderby the Borrower hereunder. (v) Favorable opinion letters A solvency certificate of Xxxxxxx Xxxxx, the Associate General Counsel Chief Financial Officer or Treasurer of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, Exhibit F hereto. (vi) Copies of the financial statements referred to in Section 4.01(f). (vii) An opinion or opinions from counsel for the Borrower, substantially in the form of Exhibit D hereto, and such other opinions as any Lender, through the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received evidence satisfactory to it that the Reference Rating by S&P is not lower than BBB (on “CreditWatch” with developing implications) and the Reference Rating by Xxxxx’x is not lower than Baa2 (under review for possible downgrade). (e) The Administrative Agent shall have received all Patriot Act Disclosures requested by the Administrative Agent or any Lender no fewer than three Business Days prior to the date hereof. (f) The Administrative Agent shall have received such other approvals, opinions and documents as the Administrative Agent may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or the financial condition, properties, operations or prospects of the Borrower.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182012, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred when (i) no Material Adverse Change since December 31, 2018, except as it shall have been disclosed executed by the Borrower, Parent and the Administrative Agent, (ii) the Administrative Agent and the Borrower either shall have been notified by each Initial Lender that such Initial Lender has executed it or contemplated in the SEC Reportsshall have received a counterpart of this Agreement executed by such Initial Lender, and (iiiii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daythe date of delivery thereof unless otherwise specified below (which date shall be selected by the Borrower and be the same for all documents and all Lenders), in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the LendersNotes, if any) in sufficient copies for each Lender: (ia) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender the Lenders requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16.Notes, respectively; (iiib) Certified certified copies of the resolutions of the directors of the Borrower and the Board of Directors of Parent, approving (as appropriate) the Borrower approving each Loan Document to which it is a partyBorrowings contemplated hereby and authorizing the execution of this Agreement and the other Financing Documents, including the Notes, if any, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.this Agreement and any other Financing Documents; (ivc) A a certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower and Parent (i) certifying the names and true signatures of the officers of the Borrower such Person authorized to sign each Loan Document this Agreement, the Notes, if any, and any other Financing Documents to which it is a party and (ii) if the Effective Date is other documents to be delivered hereunder or thereunder.than the date of this amendment and restatement, certifying that the representations and warranties contained in Section 4.01 are true and correct as of the Effective Date; (vd) Favorable Evidence of the effectiveness of the amendment and restatement of each of the U.S. Short-Term Revolving Credit Agreement and the U.S. Long-Term Revolving Credit Agreement; (e) A favorable opinion letters of Xxxxxxx Xxxxx, the Associate Parent's Vice President and General Counsel in substantially the form of DTE EnergyExhibit H-1 hereto; (f) A favorable opinion of Joanne Alexander, and Hunton counsel for the Borrower, in substantially the forx xx Xxxxxxx Xxxxx X-0 hereto; (g) A favorable opinion of Bennett Jones LLP, Alberta counsel to the Borrower, in substantially in xxx xxxx xx Exhibit I hereto; and (h) The Administrative Agent, the form Lenders and the Arranger shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of Exhibits E-1 all legal fees and E-2, respectively, heretoother out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Borrower and the Initial Lenders agree that upon the Effective Date the "Commitments" of the Initial Lenders shall be as set forth on Schedule III hereof under the caption "Commitments".

Conditions Precedent to Effectiveness of this Agreement. This Agreement As conditions ------------------------------------------------------- precedent to the effectiveness of this Agreement, the Agent shall become effective on and as of have received the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such datefollowing: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in This Agreement duly executed by each of the SEC Reports, Obligors and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Lenders; (b) The Lenders shall have been given such access, Cash Collateral (as such Lenders have reasonably requested, defined below) in the amount of $12,882,291.67 deposited in the Cash Collateral Account (as defined below) and to be held in accordance with the management, records, books terms of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.this Agreement; (c) All governmental Payment by wire transfer in immediately available funds of all amounts outstanding under the Houma Term Note, including accrued interest thereon; (d) Payment of all reasonable costs and third party consents, authorizations expenses (including legal fees) of the Agent and approvals necessary the Issuing Bank incurred prior to the date of this Agreement in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment administration of the Agents that restrainsCredit Documents, prevents or imposes materially adverse conditions upon preservation of the transactions contemplated by rights of the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers Issuing Bank thereunder and the preparation, execution and delivery of this Agreement; (e) Evidence satisfactory to it that (i) a notice of optional redemption of the Greenbrier Bonds on or prior November 3, 1997 has been sent to the Effective DateGreenbrier Trustee, including(ii) a notice of optional redemption of the Gulf Coast Bonds on November 3, 1997 has been sent to the extent invoicedGulf Coast Trustee, reimbursements or payment and (iii) a notice of all out-of-pocket expenses required optional redemption of the Carolina Bonds on December 1, 1997 has been sent to be reimbursed or paid by the Borrower hereunder.Carolina Trustee; (f) Each Financing statements (Form UCC-1), duly executed and in appropriate form to be filed under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable to perfect and protect the Lenders shall have received (i) all documentation Liens and other information that it reasonably requested from security interests created hereby, describing the Borrower (such request to be made not less than three (3) Business Days prior to Collateral in the Effective Date) exact manner set forth in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III form of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies UCC-1 financing statements attached hereto as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.Exhibit A; and (g) On An opinion of Xxxxxx & Xxxxxx, New York, New York, counsel to the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayObligors, in form and substance satisfactory to the Agent Agent, addressed to the Agent, the Issuing Bank and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties heretoLenders and covering such matters as the Agent may require. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date (the “First Amendment Closing Date”) on which the following conditions precedent are satisfied or waived: (i) the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (1) each Borrower, (2) Holdings, (3) the Reaffirming Loan Parties (as defined in Section 9 hereof), (4) the Administrative Agent and (5) the Incremental Term Loan Lender; (ii) all fees and expenses in connection with this Agreement or under any other Loan Document or other agreement with any Borrower relating to the transactions contemplated hereby (including reasonable and documented out-of-pocket legal fees and expenses required to be paid by the Parent Borrower pursuant to Section 9.03(a) of the Credit Agreement) payable by the Parent Borrower on or before the First Amendment Closing Date shall have been paid to the extent then due; provided that any such expenses shall be required to be paid, as a condition precedent to the First Amendment Closing Date, only to the extent invoiced at least two (2) Business Days prior to the First Amendment Closing Date; (iii) the Administrative Agent shall have received a duly executed officer’s certificate of the Parent Borrower certifying, as of the First Amendment Closing Date, that (A) each of the representations and warranties set forth in Section 5 above are true and correct on and as of the date hereof First Amendment Closing Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to this Agreement and the “Effective Date”), provided that transactions contemplated hereby; (iv) the following conditions precedent Administrative Agent shall have been satisfied on such datereceived the following: (a) There shall have occurred (i) no Material Adverse Change a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the First Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the First Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party as in effect on the First Amendment Closing Date and at all times since December 31a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws, 2018limited liability company agreement or limited partnership agreement, except as shall have been disclosed or contemplated applicable, of such Loan Party provided in the SEC Reportscertificate delivered on the Closing Date are still in effect, (2) (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrowers, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect or (y) that the resolutions adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party in connection with the entry into the Credit Agreement on the Closing Date have not been modified, rescinded or amended and are in full force and effect, and (ii3) no material adverse change (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the primary or secondary loan syndication markets or capital markets generally that makes it impracticable incumbency and specimen signature of each officer executing this Agreement provided on the Closing Date have not changed; (v) the Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as New York counsel to consummate the Loan Parties, dated the First Amendment Closing Date and addressed to the Administrative Agent and each Lender and Issuing Bank and in form and substance consistent with the opinions delivered by such counsel on the Closing Date, taking into account the nature of this Agreement and the transactions contemplated by the Loan Documents.hereby; (bvi) The Lenders delivery of a Borrowing Request pursuant to Section 2.03 of the Credit Agreement; (vii) the Borrowers shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts paid all unpaid interest and properties any other amounts in respect of the Borrower and its Significant Subsidiaries as they Initial Term Loans that has accrued to but excluding the First Amendment Closing Date; and (viii) no later than three Business Days in advance of the First Amendment Closing Date, the Administrative Agent shall have requested. received all documentation and other information reasonably requested with respect to any Loan Party (c) All governmental and third party consents, authorizations and approvals necessary including any entities that will become Loan Parties in connection with the transactions contemplated hereby shall have been obtained by this Agreement) in writing by the Administrative Agent (without the imposition including on behalf of any conditions that are not acceptable to the Lenders) and shall remain at least ten Business Days in effect, and no law or regulation shall be applicable in the reasonable judgment advance of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective First Amendment Closing Date, including, to the extent invoiced, reimbursements which documentation or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations is required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the condition precedent that the Administrative Agent and each Lender shall become effective be satisfied with, or the Borrower shall have delivered to the Administrative Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) there shall exist no Default or Event of Default on the Effective Date; (b) all representations and warranties contained in Section 8.1 shall be true on and as of the date hereof (Effective Date with the “same effect as if such representations and warranties had been made on and as of the Effective Date”)Date and, provided that if required by the following conditions precedent have been satisfied on such date: (a) There Administrative Agent, the Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, delivered to the management, records, books Administrative Agent a Borrower’s Certificate of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Compliance; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Administrative Agent and the Lenders shall have received any Credit Documents required by the Administrative Agent and the Lenders duly executed by the Borrower; (id) all documentation the following documents in form, substance and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior execution acceptable to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for been delivered to the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatAdministrative Agent: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified duly certified copies of the resolutions of the Board of Directors constating documents of the Borrower approving each Loan Document to which it is a party, and the General Partner and of all documents evidencing other necessary corporate action proceedings taken and governmental approvals, if any, with respect required to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of be taken by the Borrower certifying to authorize the names execution and true signatures delivery of this Agreement and the officers of the Borrower authorized to sign each Loan Document Credit Documents to which it is a party and the other documents to be delivered hereunder or thereunder.entering into and performance of the transactions contemplated herein and therein; (vii) Favorable opinion letters certificates of Xxxxxxx Xxxxx, incumbency of the Associate General Counsel Partner setting forth specimen signatures of DTE Energy, the persons authorized to execute this Agreement and Hunton Xxxxxxx Xxxxx LLP, counsel the Credit Documents to which it is a party; (iii) certificate of status or the equivalent relative to the BorrowerBorrower and the General Partner under the laws of Canada or its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent and the Lenders; (e) the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, substantially governmental and other third party approvals have been obtained in form and substance acceptable to the form Administrative Agent and the Lenders, each acting reasonably; (f) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and the Fee Letter shall have been paid to the applicable parties; and (g) the Administrative Agent and the Lenders are satisfied in their sole and absolute discretion that all of Exhibits E-1 and E-2, respectively, heretothe provisions of Article 9 have been complied with to their satisfaction.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and the Closing Date so long as each of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateto the reasonable satisfaction of the respective parties hereto and the Issuing Entity and the Indenture Trustee: (a) There the Loan Seller and the Purchaser and the Issuing Entity each shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.received a fully executed copy of this Agreement; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender Purchaser and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders Issuing Entity shall have received (i) all documentation and other information that it reasonably requested an officer’s certificate from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Responsible Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations Loan Seller and warranties contained in Section 4.01 are correct on and including as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the an exhibit thereto resolutions of the Board of Directors of the Borrower Loan Seller approving each this Agreement and the transactions contemplated hereunder; (c) the Loan Document Seller shall, at its own expense, on or prior to the Closing Date, indicate in its computer files that the Loans have been sold to the Purchaser pursuant to this Agreement and deliver to the Purchaser the Loans identified on Schedule I of this Agreement, which it is schedule shall be certified by the Chairman, the President, an Executive Vice President or the Treasurer of the Loan Seller to be true, correct and complete; (i) A nationally recognized accounting firm will review the characteristics of the Loans identified on Schedule I of this Agreement and will compare those characteristics to the information with respect to the Loans contained in the Preliminary Prospectus Supplement, dated as of September 27, 2012 (together with the base Prospectus dated as of the same date, the “Preliminary Prospectus”) and the Final Prospectus Supplement, dated as of October 3, 2012 (together with the base Prospectus dated as of the same date, the “Final Prospectus”); (ii) the Loan Seller will cooperate with the Purchaser and such nationally recognized accounting firm in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review set forth in clause (i) above and to deliver the letters required of Asset Purchase Agreement them under the Underwriting Agreement; and (iii) Such nationally recognized accounting firm will deliver to the Purchaser a letter, dated the date of the Final Prospectus, in the form previously agreed to by the Loan Seller and the Purchaser, with respect to the financial and statistical information contained in the Preliminary Prospectus and the Final Prospectus and with respect to such other information as may be agreed in the form of letter; (e) the Loan Seller shall execute and deliver the Assignment; (f) the Loan Seller shall have recorded and filed, at its own expense, a UCC-1 financing statement with the Recorder of Deeds of the District of Columbia and the Office of the Secretary of State of the State of Ohio in the District of Columbia, naming the Loan Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and containing a collateral description covering the Conveyed Assets or such other description as approved by the Purchaser, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the transfer, assignment and conveyance of the Conveyed Assets on the Closing Date to the Purchaser pursuant to this Agreement. In each case, the Loan Seller shall deliver a file-stamped copy of each of such UCC-1 financing statements as soon as available following such filing. The Loan Seller hereby authorizes the filing, by the Purchaser and the Issuing Entity (at the Loan Seller’s expense) of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or maintain the perfection of the security interest granted to the Purchaser herein over the Conveyed Assets. The Loan Seller shall deliver a file-stamped copy of each UCC-1 financing statement to the parties named as sellers, and/or debtors in such UCC-1 financing statements as soon as available following such filing. (g) all documents evidencing of the representations and warranties of the Loan Seller and the Purchaser under this Agreement shall be true and correct as of the Closing Date or such other necessary corporate action date as specified in such representation or warranty, and governmental approvalsneither a Servicer Replacement Event nor an event which, with notice or the passage of time, would constitute a Servicer Replacement Event, shall have occurred; (h) the results of the Purchaser’s due diligence review, if any, shall have been reasonably satisfactory, to the Purchaser; and (i) all other terms and conditions of this Agreement applicable to any party thereto shall have been complied with respect except to each Loan Document to which it is a the extent waived in writing by the other party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon satisfaction in full of all of the date hereof following conditions precedent (the date on which such all of the conditions are satisfied, the “Agreement Effective Date”), provided that the following conditions precedent have been satisfied on such date:. (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as This Agreement shall have been disclosed or contemplated in executed by the SEC ReportsFacility Lessee, on the one hand, and (ii) no material adverse change in by Wilmington, the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate Owner Lessor, Owner Participant and the transactions contemplated by Consenting Certificateholders, on the Loan Documentsother hand. (b) The Lenders Facility Lessee shall have been given such accesspaid to O’Melveny & Xxxxx LLP (“OMM”), as such Lenders have reasonably requested, counsel to the managementOwner Lessor and Owner Participant, recordsall accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of OMM through December 31, books of account2017, contracts and properties of pursuant to invoices presented for payment on or prior to the Borrower and its Significant Subsidiaries as they shall have requesteddate hereof. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby The Facility Lessee shall have been obtained paid to Guggenheim Partners, LLC (without the imposition of any conditions that are not acceptable “Guggenheim”), as financial advisor to the Lenders) Owner Lessor and shall remain in effectOwner Participant, all accrued and no law unpaid reasonable and documented fees and out-of-pocket costs and expenses of Guggenheim through December 31, 2017, pursuant to invoices presented for payment on or regulation shall be applicable in prior to the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentsdate hereof. (d) The Borrower Facility Lessee shall have notified each Lender and the Agent in writing paid to Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”), as counsel to the proposed Effective DateConsenting Certificateholders, all accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of Xxxx, Xxxxx through December 31, 2017, pursuant to invoices presented for payment on or prior to the date hereof. (e) The Borrower Facility Lessee shall have paid to Xxxxxxxx Xxxxx Capital, Inc. (“Xxxxxxxx Xxxxx”), as financial advisor to the Consenting Certificateholders, all accrued and unpaid reasonable and documented fees and reasonable out-of-pocket costs and expenses due and payable of Xxxxxxxx Xxxxx through December 31, 2017, pursuant to the Agents, the Lenders and the Arrangers invoices presented for payment on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderdate hereof. (f) Each The Facility Lessee shall have made the full payment of the Agent Periodic Lease Rent, and the Lenders Owner Lessor shall have received (i) all documentation made the full payment of principal and other information that it reasonably requested from interest on the Borrower (such request Notes, both of which are scheduled to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationspaid on January 2, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification2018. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as of is subject to the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such datethat: (a) There The Agent (which shall promptly distribute such information to each of the Banks) shall have occurred (i) no Material Adverse Change since December 31received, 2018, except as shall have been disclosed or contemplated in the SEC Reports, for and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the BorrowerBanks, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date date of this Agreement, the following, each dated such day, day and in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAgent: (i) Counterpart signature pages of this Agreement, executed The Revolving Notes issued by each Borrower to the order of the parties hereto.respective Banks; (ii) NotesA copy of the Certificate of Incorporation, if any, to the order of each Lender requesting the issuance certified as of a Note as recent date by the Secretary of the Effective Date pursuant to Section 2.16.State of Delaware; (iii) Certified copies A copy of the Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower; (iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrower approving the Loan Documents and the Borrowings hereunder; (v) Borrower's certificate that the copy of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A incumbency certificate of executed by the Corporate Secretary or an Assistant Corporate Secretary of the Borrower or equivalent document, certifying the names and true signatures of the officers of the Borrower or other Persons authorized to sign each the Loan Document to which it is a party Documents and the other documents to be delivered hereunder or thereunderheretofore provided to the Agent is in full force and effect and has not been amended and/or supplemented; (vi) Executed copies of all Loan Documents; and (vii) An executed letter agreement with the Prior Agent relating to the termination of its role as agent under the Prior Agreement and with Wxxxx Fargo Bank, National Association, relating to the termination of its role as a Bank under the Prior Agreement and cross indemnities in connection therewith. (vb) Favorable opinion letters of Xxxxxxx XxxxxAll corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Associate General Counsel of DTE EnergyAgent and its counsel, and Hunton Xxxxxxx Xxxxx LLPthe Agent and such counsel shall have received any and all further information and documents which the Agent or such counsel may reasonably have requested in connection therewith, counsel such documents where appropriate to be certified by proper corporate or governmental authorities. (c) No Revolving Loans shall be outstanding as of the day immediately prior to the Borrower, substantially Closing Date. (d) Borrower shall have paid the upfront/arrangement fee to the Agent described in the form of Exhibits E-1 and E-2, respectively, heretoSection 2.1(g).

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Third Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There shall have occurred (i) no Material Adverse Change since December 31the aggregate principal amount of the Replacement Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans outstanding on the Third Amendment Closing Date and (ii) the Borrowers shall have, 2018concurrently with the making of the Replacement Term Loans, except paid all accrued and unpaid interest and other amounts due and payable on the Third Amendment Closing Date in respect of the aggregate principal amount of the Existing Term Loans; (i) the aggregate amount of the Replacement Revolving Credit Commitments shall be equal to the aggregate amount of the Existing Revolving Credit Commitments outstanding on the Third Amendment Closing Date and (ii) the Borrowers shall have, concurrently with the effectiveness of this Agreement, paid all accrued and unpaid fees and other amounts due and payable on the Third Amendment Closing Date in respect of the Existing Revolving Credit Commitments; (c) the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (1) each Borrower, (2) Holdings, (3) the Reaffirming Loan Parties (as defined in Section 10 hereof), (4) the Administrative Agent, (5) the Replacement Term Loan Lender, (6) the Replacement Revolving Lenders and (7) the Incremental Revolving Lenders; (d) all fees and expenses in connection with this Agreement or under any other Loan Document or other agreement with any Borrower relating to the transactions contemplated hereby (including reasonable and documented out-of-pocket legal fees and expenses required to be paid by the Parent Borrower pursuant to Section 9.03(a) of the Credit Agreement) payable by the Parent Borrower on or before the Third Amendment Closing Date shall have been disclosed or contemplated paid to the extent then due; provided that any such expenses shall be required to be paid, as a condition precedent to the Third Amendment Closing Date, only to the extent invoiced at least two (2) Business Days prior to the Third Amendment Closing Date; (e) the Administrative Agent shall have received a duly executed officer’s certificate of the Parent Borrower certifying, as of the Third Amendment Closing Date, that (i) each of the representations and warranties set forth in Section 7 above are true and correct on and as of the SEC Reports, Third Amendment Closing Date and (ii) no material adverse change in the primary Default or secondary loan syndication markets or capital markets generally that makes it impracticable Event of Default has occurred and is continuing both before and immediately after giving effect to consummate this Agreement and the transactions contemplated hereby; (f) the Administrative Agent shall have received the following: ​ ​ ​ (i) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Third Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Third Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party as in effect on the Third Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party provided in the certificate delivered on the Closing Date, the First Amendment Closing Date or the Second Amendment Closing Date, as the case may be, are still in effect, (2) (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Documents.Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrowers, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect or (y) that the resolutions adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party in connection with the entry into the Credit Agreement on the Closing Date have not been modified, rescinded or amended and are in full force and effect, and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Closing Date, the First Amendment Closing Date or the Second Amendment Closing Date, as the case may be, have not changed; (bg) The Lenders the Administrative Agent shall have been given such accessreceived, on behalf of itself and the Lenders and each Issuing Bank, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as such Lenders have reasonably requested, New York counsel to the managementLoan Parties, recordsdated the Third Amendment Closing Date and addressed to the Administrative Agent and each Lender and Issuing Bank and in form and substance consistent with the opinions delivered by such counsel on the Closing Date, books taking into account the nature of account, contracts this Agreement and properties the transactions contemplated hereby; (h) the Administrative Agent shall have received a certificate in substantially the form of Exhibit M to the Credit Agreement from a senior authorized financial executive (or other officer with equivalent duties) of the Parent Borrower dated as of the Third Amendment Closing Date and its Significant Subsidiaries certifying as they to the matters set forth therein; ​ ​ ​ (i) delivery of a Borrowing Request pursuant to Section 2.03 of the Credit Agreement; and (j) no later than three Business Days in advance of the Third Amendment Closing Date, (i) the Administrative Agent shall have requested. received all documentation and other information reasonably requested with respect to any Loan Party (c) All governmental and third party consents, authorizations and approvals necessary including any entities that will become Loan Parties in connection with the transactions contemplated hereby shall have been obtained by this Agreement) in writing by the Administrative Agent (without the imposition including on behalf of any conditions that are not acceptable to the Lenders) and shall remain at least ten Business Days in effect, and no law or regulation shall be applicable in the reasonable judgment advance of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Third Amendment Closing Date, including, to the extent invoiced, reimbursements which documentation or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations is required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationRegulation (as defined in Exhibit A hereto), any Lender that has requested, in a written notice to the Parent Borrower at least five 10 days prior to the Effective Third Amendment Closing Date, the Agent and any Lender that has requested a Beneficial Ownership Certification (as defined in Exhibit A hereto) in relation to the such Borrower shall have received such Beneficial Ownership Certification.; and (gk) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf duly executed copy of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a DefaultResignation. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182009, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that each of the conditions precedent set forth in the 2010 Two-Year Agreement for the effectiveness thereof (other than the satisfaction of this clause (vi)) has been satisfied. (vii) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the DTE Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182009, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that each of the conditions precedent set forth in the 2010 Three-Year Agreement for the effectiveness thereof (other than the satisfaction of this clause (vi)) has been satisfied.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date (the “Second Amendment Closing Date”) on which the following conditions precedent are satisfied or waived: (i) the aggregate principal amount of the Replacement Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans outstanding on the Second Amendment Closing Date and (ii) the Borrowers shall have, concurrently with the making of the Replacement Term Loans, paid all accrued and unpaid interest and other amounts due and payable on the Second Amendment Closing Date in respect of the aggregate principal amount of the Existing Term Loans; (b) the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (1) each Borrower, (2) Holdings, (3) the Reaffirming Loan Parties (as defined in Section 10 hereof), (4) the Administrative Agent, (5) the Replacement Term Loan Lender and (6) the Incremental Term Loan Lender; (c) all fees and expenses in connection with this Agreement or under any other Loan Document or other agreement with any Borrower relating to the transactions contemplated hereby (including reasonable and documented out-of-pocket legal fees and expenses required to be paid by the Parent Borrower pursuant to Section 9.03(a) of the Credit Agreement) payable by the Parent Borrower on or before the Second Amendment Closing Date shall have been paid to the extent then due; provided that any such expenses shall be required to be paid, as a condition precedent to the Second Amendment Closing Date, only to the extent invoiced at least two (2) Business Days prior to the Second Amendment Closing Date; (d) the Administrative Agent shall have received a duly executed officer’s certificate of the Parent Borrower certifying, as of the Second Amendment Closing Date, that (A) each of the representations and warranties set forth in Section 6 above are true and correct on and as of the date hereof Second Amendment Closing Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to this Agreement and the “Effective Date”), provided that transactions contemplated hereby; (e) the following conditions precedent Administrative Agent shall have been satisfied on such datereceived the following: (ai) There a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Second Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Second Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party as in effect on the Second Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party provided in the certificate delivered on the Closing Date are still in effect, (2) (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrowers, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect or (y) that the resolutions adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party in connection with the entry into the Credit Agreement on the Closing Date have not been modified, rescinded or amended and are in full force and effect, and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Closing Date have not changed; (f) the Administrative Agent shall have occurred received, on behalf of itself and the Lenders and each Issuing Bank, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as New York counsel to the Loan Parties, dated the Second Amendment Closing Date and addressed to the Administrative Agent and each Lender and Issuing Bank and in form and substance consistent with the opinions delivered by such counsel on the Closing Date, taking into account the nature of this Agreement and the transactions contemplated hereby; (g) the Administrative Agent shall have received a certificate in substantially the form of Exhibit M to the Credit Agreement from a senior authorized financial executive (or other officer with equivalent duties) of the Parent Borrower dated as of the Second Amendment Closing Date and certifying as to the matters set forth therein; (h) delivery of a Borrowing Request pursuant to Section 2.03 of the Credit Agreement; and (i) no Material Adverse Change since December 31later than three Business Days in advance of the Second Amendment Closing Date, 2018, except as the Administrative Agent shall have been disclosed or contemplated in the SEC Reports, received all documentation and other information reasonably requested with respect to any Loan Party (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally including any entities that makes it impracticable to consummate the transactions contemplated by the will become Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary Parties in connection with the transactions contemplated hereby shall have been obtained by this Agreement) in writing by the Administrative Agent (without the imposition including on behalf of any conditions that are not acceptable to the Lenders) and shall remain at least ten Business Days in effect, and no law or regulation shall be applicable in the reasonable judgment advance of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Second Amendment Closing Date, including, to the extent invoiced, reimbursements which documentation or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations is required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “"Effective Date”), provided that ") on which the following conditions precedent have been satisfied on such datesatisfied: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III accrued fees and expenses of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) counsel to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership CertificationJPMorgan Chase Bank, as syndication agent). (gb) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hc) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the LendersRevolving Credit Notes) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each The Revolving Credit Notes to the order of the parties heretoLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of each of the Borrower approving each Loan Document and the Guarantor authorizing certain officers of the Borrower to which it is a partyact generally on behalf of the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythis Agreement and the Notes. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of each of the Borrower and the Guarantor certifying the names and true signatures of the officers of the Borrower such Person authorized to sign each Loan Document to which it is a party this Agreement and the Notes and the other documents to be delivered hereunder or thereunderby it hereunder. (viv) Favorable A favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx Latham & Watkins LLP, special counsel to for the BorrowerBorrower and xxx Xuarxxxxx, substantially in the form of Exhibits E-1 Exhibit D-1 hereto and E-2as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of the General Counsel of the Borrower and the Guarantor, respectivelysubstantially in the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling LLP, heretocounsel for the Agent, in form and substance satisfactory to the Agent. (d) The Borrower shall have terminated the commitments (or such commitments shall have expired), and paid in full all Debt, interest, fees and other amounts outstanding, under the Five Year Credit Agreement dated as of July 31, 2001, as amended, among the Borrower, the Guarantor, the lenders parties thereto, Citibank, as administrative agent for the lenders, and The Bank of New York, Bank One, NA, First Union National Bank and The Chase Manhattan Bank, as co-syndication agents for the lenders, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement, the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the conditions precedent that the Buyer shall become effective on and as have received each of the following, on or before the date hereof of the first purchase hereunder, each in form and substance (including the “Effective Date”), provided that date thereof) satisfactory to the following conditions precedent have been satisfied on such date:Buyer. (a) There shall have occurred A certificate of the Secretary of Indian Industries certifying (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies copy of the resolutions of the its Board of Directors approving this Agreement and the other Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the Borrower approving each Loan Document officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Buyer may conclusively rely until such time as the Buyer shall receive from Indian Industries, as the case may be, a party, revised certificate meeting the requirements of this subsection (a)); (iii) a copy of its by-laws as then in effect; and of (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document this Agreement and the other Transaction Documents; (b) The Articles of Incorporation of Indian Industries, duly certified by the Secretary of State of Indiana, as of a recent date; (c) Signed original copies or time stamped receipt copies, of the proper financing statements (Form UCC-1) that have been duly executed and name Indian Industries as the debtor and seller and the Buyer as the secured party and purchaser of the Assigned Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Buyer's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in all Assigned Receivables and Related Rights in which an ownership interest is assigned to it is a partyhereunder; (d) A certificate from an officer of Indian Industries to the effect that Indian Industries has placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports of Indian Industries the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO INDIAN - MARTXX XX XXXSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 15, 2000, AS AMENDED FROM TIME TO TIME, BETWEEN INDIAN INDUSTRIES, INC. AND INDIAN- MARTXX XX. (ive) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names Such other agreements, instruments, UCC financing statements, certificates, opinions and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunderas the Buyer may reasonably request. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182008, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the 2005 DTE Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182009, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that each of the conditions precedent set forth in the 2010 Two-Year Agreement for the effectiveness thereof (other than the satisfaction of this clause (vi)) has been satisfied. (vii) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to this Agreement (such that each such letter of credit shall constitute a Facility LC hereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as the Commitments of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, Banks hereunder are subject to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions condition precedent that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayoriginal copies, in form and substance satisfactory to the Agent it and (except for any Notes requested by other than with respect to the LendersNotes) in sufficient copies for each Lenderit and each of the Banks, of the following: (ia) Counterpart signature pages Fully-executed copies of this Agreement, the Notes, the Security Agreement, the Servicing Agreement, the Lock-Box Agreement, the Fee Letter and the Guaranty Agreements, together with all schedules and exhibits thereto; (b) Acknowledgment copies of all properly filed financing statements required to be filed by the Borrower pursuant to the Security Agreement; (c) Pay-out letters executed by each (i) PNC Bank, individually and as agent, Meridian and UJB, acknowledging (x) the repayment and satisfaction in full of all of the parties hereto. Indebtedness and other obligations owing by the Borrower to such Person under and in connection with that certain Credit Agreement dated as of December 30, 1993 (as amended) among such Persons and the Borrower, all other instruments, documents and agreements executed in connection therewith (collectively, the "PNC Documents") and the transactions contemplated thereby and (y) the termination of all such PNC Documents and all arrangements thereunder, and (ii) NotesCoreStates acknowledging (x) the repayment and satisfaction in full of all of the Indebtedness and other obligations owing by the Borrower to CoreStates under and in connection with that certain Loan and Security Agreement by and among Borrower, if any, to the order of each Lender requesting the issuance of a Note General Partner and CoreStates dated as of June 11, 1993 (as amended) among, CoreStates, the Effective Date pursuant General Partner and the Borrower, all other instruments, documents and agreements executed in connection therewith (collectively, the "CoreStates Documents") and the transactions contemplated thereby, and (y) the termination of all such CoreStates Documents and all arrangements thereunder, in each case, together with executed releases relating to Section 2.16.any UCC financing statements or any other filing made by or on behalf of any such Persons against the Borrower or any of the Collateral; (iiid) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, UCC and of all documents evidencing other necessary corporate action tax lien and governmental approvals, if any, judgment search reports with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder General Partner from such jurisdictions as are deemed necessary or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxxdesirable by the Agent, the Associate General Counsel of DTE Energyin each case, and Hunton Xxxxxxx Xxxxx LLP, counsel dated a date reasonably prior to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.Closing Date;

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182008, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx A.T. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the 2005 DTE Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the condition precedent that the Agent and each Lender shall become effective be satisfied with, or the Borrower shall have delivered to the Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) there shall exist no Default or Event of Default on the Effective Date; (b) all representations and warranties contained in Section 8.1 shall be true on and as of the date hereof (Effective Date with the “same effect as if such representations and warranties had been made on and as of the Effective Date”)Date and, provided that if required by the following conditions precedent have been satisfied on such date: (a) There Agent, the Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, delivered to the management, records, books Agent a Borrower’s Certificate of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Compliance; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Credit Documents required by the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.Lenders duly executed by the Borrower; (gd) On the Effective Date, the following statements shall be true documents in form, substance and execution acceptable to the Agent shall have received for been delivered to the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatAgent: (i) The representations and warranties contained in Section 4.01 are correct on and as duly certified copies of the Effective Date, andconstating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Credit Documents to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) No event has occurred certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the Credit Documents to which it is continuing that constitutes a Default.party; (hiii) The Agent shall have received on certificate of status or before the Effective Date equivalent relative to the following, each dated such day, Borrower and the General Partner under the laws of Canada or its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender:; LEGAL_1:83525085.7 \ (ie) Counterpart signature pages of the Agent and the Lenders shall have received evidence that all necessary corporate, governmental and other third party approvals have been obtained in form and substance acceptable to the Agent and the Lenders, each acting reasonably; (f) all fees payable on or before the date hereof in connection with the Credit Facilities under this Agreement, executed by each Agreement shall have been paid to the applicable parties; and (g) the Agent and the Lenders are satisfied in their sole and absolute discretion that all of the parties heretoprovisions of Article 9 have been complied with to their satisfaction. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”)first above written when, provided that the following conditions precedent have been satisfied on such dateand only when: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for counterparts of this Agreement executed by the account of each Lender a certificateCompany, substantially in the form of Exhibit D hereto, signed on behalf Agent and all of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that:Lenders party to this Agreement; (ib) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before all of the Effective Date the followingfollowing documents, each such document (unless otherwise specified) dated such daythe date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower Company approving each Loan Document to which it is a party, this Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythe matters contemplated hereby. (ivii) A a certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign each Loan Document to which it is a party this Agreement and the other documents to be delivered hereunder or thereunderhereunder. (iii) a favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in substantially the form of Exhibit H hereto. (iv) a certificate signed by a duly authorized officer of the Company stating that: (1) the representations and warranties contained in Article IV are correct on and as of the date of such certificate as though made on and as of such date; and (2) no event has occurred and is continuing that constitutes a Default, after giving effect to the effectiveness of this Agreement; (v) Favorable opinion letters a certificate signed by the Chief Financial Officer or Treasurer of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, Company substantially in the form of Exhibits E-1 Exhibit G hereto, certifying that the Company is solvent after giving effect to the occurrence of the Effective Date; and (vi) all documents necessary for the Agent to complete its “know your customer” diligence under the Act; and (c) there shall have been paid to the Agent, for the account of the Agent, CGMI, DB, CS Securities, and E-2the Lenders, respectivelyas applicable, heretoall fees and expenses (including the reasonable fees and expenses of Weil, Gotshal & Xxxxxx LLP) due and payable hereunder by the Company on or before the effectiveness of this Agreement, provided that such expenses shall have been invoiced at least two Business Days prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as The obligation of the date hereof (the “Effective Date”), provided that Lenders to enter into this Agreement are subject to the following conditions precedent have having been satisfied on such datein a manner satisfactory to the Agent and each Lender: (a) There This Agreement and the other Loan Documents have been executed by each party thereto and the Borrower and LDM Canada shall have occurred (i) no Material Adverse Change since December 31performed and complied with all covenants, 2018, except as shall have been disclosed agreements and conditions contained herein and the other Loan Documents which are required to be performed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary complied with by such Person before or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documentson such Closing Date. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.[INTENTIONALLY OMITTED] (c) All governmental representations and third party consents, authorizations warranties made hereunder and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation other Loan Documents shall be applicable in the reasonable judgment true and correct as of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan DocumentsClosing Date as if made on such date. (d) The Borrower No Default or Event of Default shall have notified each Lender and exist on the Agent in writing as Closing Date, or would exist after giving effect to the proposed Effective DateLoans to be made, and Letters of Credit to be issued, on such date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from such opinions of counsel for the Borrower (and its Subsidiaries as the Agent or any Lender shall request, each such request opinion to be made not less than three (3) Business Days prior in a form, scope, and substance satisfactory to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective DateAgent, the Agent Lenders, and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certificationtheir respective counsel. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hf) The Agent shall have received a confirmation of guarantee and security delivered by LDM Canada pursuant to the Prior Credit Agreement; (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements or amendments thereto, duly filed on or before the Effective Closing Date under the followingUCC or PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent's Lien; (ii) a copy of the general security agreement comprised in the LDM Canada Security Agreement; and (iii) duly executed such UCC-3 Termination Statements, each dated such dayPPSA Termination Statements, mortgage releases and other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrower and its Subsidiaries except Permitted Liens. (h) The Borrower shall have paid all fees and expenses of the Agent and (except for the Attorney Costs incurred in connection with any Notes requested by of the Lenders) in sufficient copies for each Lender:Loan Documents and the transactions contemplated thereby. (i) Counterpart signature pages The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by the Agreement. (j) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Revolver Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (k) No claim, action, suit, investigation, litigation or proceeding shall be pending or threatened (i) which is reasonably likely to be determined adversely to the Borrower or any Guarantor and which would have a Material Adverse Effect if so determined or (ii) which, in the judgment of the Agent on the Majority Lenders could materially and adversely effect the transactions contemplated hereby. (l) Copies of all filings, registrations, approvals, orders, authorizations, licenses, certificates, permits, consents, waivers and acknowledgments, including those of the requisite Governmental Authorities, required with respect to the execution and delivery, of this Agreement, executed by each the other Loan Documents and the consummation of the parties heretotransactions contemplated hereby, each in form and substance satisfactory to the Agent. (iim) NotesAll proceedings taken in connection with the execution of this Agreement, if anyall other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the order Agent and the Lenders. Execution and delivery by the Borrower of each Lender requesting this Agreement shall be deemed to be a representation and warranty made by the issuance Borrower to the effect that all of the conditions precedent to the effectiveness of this Agreement have been satisfied, with the same effect as delivery to the Agent and the Lenders of a Note as certificate signed by the a Responsible Officer of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart to this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the form satisfaction of Exhibits E-1 such Lender and E-2, respectively, hereto(ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart to this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 10.1.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred when (i) no Material Adverse Change since December 31, 2018, except as it shall have been disclosed or contemplated in executed by the SEC ReportsBorrower and the Agent, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders Borrower either shall have been notified by each Initial Lender that such Initial Lender has executed it or shall have received (i) all documentation and other information that it reasonably requested from the Borrower (a counterpart of this Agreement executed by such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationsInitial Lender, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (iiiii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daythe date of delivery thereof unless otherwise specified below (which date shall be selected by the Borrower and be the same for all documents and all Lenders), in form and substance satisfactory to the Agent and (except for any Notes requested by the LendersNotes) in sufficient copies for each Lender: (ia) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) The A Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16Lenders, respectively. (iiib) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a partythe borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythis Agreement and the Notes. (ivc) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower (i) certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party this Agreement and the Notes and the other documents to be delivered hereunder or thereunderand (ii) if the date of effectiveness of this Agreement is other than the date hereof, certifying that the representations and warranties contained in Section 4.01 are true and correct as of such date of effectiveness. (vd) Favorable A favorable opinion letters of Xxxxxxx Xxxxxthe Borrower's Senior Vice President, Law or its Vice President, Law, in substantially the Associate General Counsel form of DTE EnergyExhibit G hereto. (e) A favorable opinion of Jonex, and Hunton Xxxxxxx Xxxxx LLPXxy, Reavxx & Xogux, New York counsel to the Borrower, in substantially in the form of Exhibits E-1 and E-2, respectively, Exhibit H hereto. (f) A favorable opinion of Bracxxxxx & Xattxxxxx, X.L.P., counsel for the Agent, in substantially the form of Exhibit I hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182021, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxXxxx Xxxxxx, Senior Vice President and Chief Legal Officer of the Associate General Counsel of DTE EnergyBorrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of, and the Lender shall be obligated to make the first of the Advances only on or after, the later of the date hereof (or the “Effective Date”), provided that first date on which all of the following conditions precedent have been satisfied on such date:(the “Effective Date”): (a) There The Lender (or its counsel) shall have occurred (i) no Material Adverse Change since December 31received from each party hereto or thereto a counterpart of this Agreement, 2018the Note and the other Loan Documents that are required to be executed and delivered on or prior to the date hereof, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documentssigned on behalf of such party. (b) The Lenders Lender shall have been given received such access, documents and certificates as such Lenders have the Lender may reasonably requested, request relating to the managementauthorization of this Agreement, recordsthe other Loan Documents and the transactions hereunder and under any Loan Document and any other legal matters relating to each applicable Loan Party, books of accountthis Agreement and the other Loan Documents, contracts all in form and properties of substance satisfactory to the Borrower and its Significant Subsidiaries as they shall have requestedLender. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby Each applicable Loan Party shall have been obtained (without the imposition of any conditions that are not acceptable established an account at Xxxxxx Xxxxxxx Xxxxx Xxxxxx in each case upon terms satisfactory to the Lenders) Lender in its sole and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentsabsolute discretion. (d) The Borrower shall have notified paid each Lender and of the Agent in writing as required fees payable pursuant to the proposed Effective DateBasic Terms, if any, as well as any other expenses or other payment items set forth in Section 7.04(a) hereof or in any Closing Checklist that the Lender may have provided to the Borrower including, any and all legal fees and disbursements of counsel to the Lender associated herewith. (e) The Borrower Lender shall have paid received on or before the date of the first Advance hereunder all accrued fees and reasonable expenses due and payable of the documents listed on any Closing Checklist that the Lender may have provided to the AgentsBorrower, the Lenders in addition to that which is set forth elsewhere in this Section 3.01, all in form and the Arrangers on or prior substance satisfactory to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderLender. (f) Each of the Agent and the Lenders The Lender shall have received such other approvals, opinions (including, an opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C., counsel to the Loan Parties) and documents as the Lender may reasonably request. (g) The Borrower shall have identified the Designated Account and provided to the Lender all documentation reasonably required by the Lender to effect the ACH deposits and withdrawals hereunder, or in the alternative, the Borrower shall have provided the Lender with written wire instructions to effect a wire disbursement of deposits and withdrawals hereunder. (h) The Lender shall have received written evidence, in form and substance reasonably acceptable to the Lender, verifying that the Loan Parties possess Unencumbered Liquid Assets of at least $25,000,000. (i) all documentation and other information The Lender shall have confirmed that it reasonably requested from the US Xpress IPO has been completed. Upon satisfaction of such conditions, the Borrower hereby authorizes the Lender to insert, update or correct (such request to be made not less than three (3i) Business Days prior to any names, addresses and titles on behalf of the Effective Date) Borrower or any other Loan Party in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationsany Loan Document, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) the date of each Loan Document, where required in such document and (iii) the effective interest rate and, as applicable, the repayment schedule in the Basic Terms hereof, whereupon the first Advance shall be made available to the extent Borrower in accordance with the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days terms and conditions hereof. At any time prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daymay, in form its sole and substance satisfactory to the Agent and (except for absolute discretion, terminate any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notesobligation it may have, if any, to the order of each Lender requesting the issuance of a Note as execute and deliver this Agreement and make any Advance, whereupon any obligation of the Effective Date pursuant Lender hereunder to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, make Advances or in any other document executed in connection herewith shall terminate and be void and of all documents evidencing other necessary corporate action no force and governmental approvals, if any, with respect to each Loan Document to which it is a partyeffect. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date (the “Fifth Amendment Closing Date”) on which the following conditions precedent are satisfied or waived: (i) the aggregate principal amount of the Replacement Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans (plus accrued but unpaid interest and fees thereon) outstanding on the Fifth Amendment Closing Date and (ii) the Borrowers shall have, concurrently with the making of the Replacement Term Loans, paid all accrued and unpaid interest and other amounts due and payable on the Fifth Amendment Closing Date in respect of the aggregate principal amount of the Existing Term Loans; (i) the aggregate amount of the Replacement Revolving Credit Commitments shall be equal to the aggregate amount of the Existing Revolving Credit Commitments (plus accrued but unpaid interest and fees thereon) outstanding on the Fifth Amendment Closing Date and (ii) the Borrowers shall have, concurrently with the effectiveness of this Agreement, paid all accrued and unpaid fees and other amounts due and payable on the Fifth Amendment Closing Date in respect of the Existing Revolving Credit Commitments; (c) the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) each Borrower, (ii) Holdings, (iii) each of the other Reaffirming Loan Parties, (iv) the Administrative Agent, (v) the Replacement Term Loan Lenders, (vi) the Replacement Revolving Lenders and (vii) the Incremental Term Loan Lender; (d) all fees and expenses in connection with this Agreement or under any other Loan Document or other agreement with any Borrower relating to the transactions contemplated hereby (including reasonable and documented out-of-pocket legal fees and expenses required to be paid by the Parent Borrower pursuant to Section 9.03(a) of the Credit Agreement) payable by the Parent Borrower on or before the Fifth Amendment Closing Date shall have been paid to the extent then due; provided that any such expenses shall be required to be paid, as a condition precedent to the Fifth Amendment Closing Date, only to the extent invoiced at least two (2) Business Days prior to the Fifth Amendment Closing Date; (e) the Administrative Agent shall have received a duly executed officer’s certificate of the Parent Borrower certifying, as of the Fifth Amendment Closing Date, that (i) each of the representations and warranties set forth in Section 5 above are true and correct on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, Fifth Amendment Closing Date and (ii) no material adverse change in the primary Default or secondary loan syndication markets or capital markets generally that makes it impracticable Event of Default has occurred and is continuing both before and immediately after giving effect to consummate this Agreement and the transactions contemplated hereby; (f) the Administrative Agent shall have received the following: (i) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Fifth Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Fifth Amendment Closing Date and certifying (1) (x) that attached thereto is a true and complete copy of the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party as in effect on the Fifth Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws, limited liability company agreement or limited partnership agreement, as applicable, of such Loan Party provided in the certificate delivered on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date or the Third Amendment Closing Date, as the case may be, are still in effect, (2) (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Documents.Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrowers, and any Loan Documents to which each such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect or (y) that the resolutions adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party in connection with the entry into the Credit Agreement on the Closing Date have not been modified, rescinded or amended and are in full force and effect, and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date or the Third Amendment Closing Date, as the case may be, have not changed; (bg) The Lenders the Administrative Agent shall have been given such accessreceived, on behalf of itself and the Lenders and each Issuing Bank, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as such Lenders have reasonably requested, New York counsel to the managementLoan Parties, recordsdated the Fifth Amendment Closing Date and addressed to the Administrative Agent and each Lender and Issuing Bank and in form and substance consistent with the opinions delivered by such counsel on the Closing Date, books taking into account the nature of account, contracts this Agreement and properties the transactions contemplated hereby; (h) the Administrative Agent shall have received a certificate in substantially the form of Exhibit M to the Credit Agreement from a senior authorized financial executive (or other officer with equivalent duties) of the Parent Borrower dated as of the Fifth Amendment Closing Date and its Significant Subsidiaries certifying as they to the matters set forth therein; (i) delivery of (i) a Borrowing Request pursuant to and in accordance with Section 2.03 of the Credit Agreement with respect to the Replacement Term Loans and the Incremental Term Loan, in each case to be made on the Fifth Amendment Closing Date, (ii) a written notice pursuant to and in accordance with Section 2.09 of the Credit Agreement with respect to the termination of all the Existing Revolving Credit Commitments on the Fifth Amendment Closing Date and (iii) a written notice pursuant to and in accordance with Section 2.11(a) of the Credit Agreement with respect to the prepayment in full of the outstanding principal amount of the Existing Term Loans on the Fifth Amendment Closing Date; and (j) no later than three Business Days in advance of the Fifth Amendment Closing Date, (i) the Administrative Agent shall have requested. received all documentation and other information reasonably requested with respect to any Loan Party (c) All governmental and third party consents, authorizations and approvals necessary including any entities that will become Loan Parties in connection with the transactions contemplated hereby shall have been obtained by this Agreement) in writing by the Administrative Agent (without the imposition including on behalf of any conditions that are not acceptable to the Lenders) and shall remain at least ten Business Days in effect, and no law or regulation shall be applicable in the reasonable judgment advance of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Fifth Amendment Closing Date, including, to the extent invoiced, reimbursements which documentation or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations is required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Parent Borrower at least five 10 days prior to the Effective Fifth Amendment Closing Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the such Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Date”), provided that ) on which the following conditions precedent have been satisfied on such datesatisfied: (a) There Except as disclosed in the financial statements delivered pursuant to Section 4.1(e) or in any public filing made with the Securities and Exchange Commission by the Company prior to the date of this Agreement, there shall have occurred (i) no Material Adverse Change since December 31June 30, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents2006. (b) The Lenders There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have been given such accessa Material Adverse Effect other than the matters described on Schedule 3.1(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, as such Lenders have reasonably requested, to validity or enforceability of this Agreement or any Term Note or the management, records, books of account, contracts and properties consummation of the Borrower and its Significant Subsidiaries as they shall have requestedtransactions contemplated hereby. (c) All governmental and third party consents, authorizations consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower Company shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation including the accrued fees and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior expenses of counsel to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001Agent)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the BorrowerCompany, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 4.1 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAgent: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, The Term Notes to the order of each the Lenders to the extent requested by any Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving each the entering into of this Agreement and the Term Loan Document to which it is a partyby the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythis Agreement and the Term Notes. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Company certifying (a) the formation documents and governing documents of the Company and (b) the names and true signatures of the officers of the Borrower Company authorized to sign each Loan Document to which it is a party this Agreement and the Term Notes and the other documents to be delivered hereunder or thereunderby it hereunder. (viv) Favorable A favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLPXxxxxx Xxxxxxxxxx, counsel to for the BorrowerCompany and the Company, substantially in the form of Exhibits E-1 Exhibit D hereto and E-2as to such other matters as any Lender through the Agent may reasonably request. (h) Such other approvals, respectivelyopinions or documents as any Lender, heretothrough the Agent, may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Third Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There the Borrower shall have occurred (i) no Material Adverse Change since December 31have, 2018concurrently with the making of the Replacement Term Loans, except as shall have been disclosed or contemplated paid all accrued and unpaid interest and other amounts in respect of the SEC Reports, and (ii) no material adverse change in aggregate principal amount of the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Existing Term Loans; (b) The Lenders the Administrative Agent (or its counsel) shall have been given such accessreceived counterparts of this Agreement that, when taken together, bear the signatures of (1) the Borrower, (2) Holdings, (3) the Reaffirming Loan Parties (as such defined in Section 8 hereof), (4) the Administrative Agent and (5) the Replacement Term Loan Lenders have reasonably requested(including, to for the managementavoidance of doubt, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Converting Term Lenders); (c) All governmental all fees and third party consents, authorizations and approvals necessary expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) including reasonable and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Credit Agreement) payable by the Borrower to the Administrative Agent and or the Replacement Term Loan Lenders on or before the Third Amendment Closing Date shall have received (i) all documentation and other information been paid to the extent then due; provided that it reasonably requested from the Borrower (any such request expenses shall be required to be made not less than paid, as a condition precedent to the Third Amendment Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Effective Third Amendment Closing Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.; (gd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf duly executed officer’s certificate of the Borrower by a duly authorized Financial Officer certifying, as of the Borrower, dated the Effective Third Amendment Closing Date, stating, among other things, that: that (iA) The each of the representations and warranties contained set forth in Section 4.01 are 4 above is true and correct on and as of the Effective Date, and Third Amendment Closing Date and (iiB) No event no Default or Event of Default has occurred and is continuing that constitutes a Default.both before and immediately after giving effect to this Agreement and the transactions contemplated hereby; (he) The subject to Section 6, the Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the conditions precedent that, on or before the date hereof: (i) the Administrator and the Insurer, respectively, shall become effective have received the Bank Agent's Structuring Fee and the Insurance Agent's Structuring Fee (each as defined in the New Mandate Letter), respectively, (ii) the Administrator shall have received all fees required to be paid by the Transferor on or before the date hereof pursuant to the Fee Letter, (iii) the Administrator and the Insurer, respectively, shall have been reimbursed for all costs and expenses incurred by the Administrator or the Insurer, respectively, in connection with the preparation, execution and delivery of this Agreement and the Insurance Policy, including the fees and expenses of Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel to the Administrator and Sidley, Xxxxxx, Bxxxx & Wood, counsel to the Insurer, (iv) the Transferor shall havx xxxosited with the Insurer an amount equal to the Run-Off Premium Deposit as defined in, and in accordance with the terms of, the Insurance Policy, and (v) the Administrator shall have received the following, each dated as of the date hereof (unless otherwise indicated) and in form and substance reasonably satisfactory to the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateAdministrator: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable Executed counterparts to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, duly executed by each of the parties hereto.; (b) The Sale Agreement, duly executed by the parties thereto and a copy of each document delivered pursuant to Section 4.1 thereof; (c) A certificate of the Secretary or Assistant Secretary of WestPoint certifying (i) that there have been no changes to its Certificate of Incorporation since December 18, 1998, or if there have been any changes, a copy of such Certificate duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Administrator, (ii) Notesthat there have been no changes to its by-laws since December 18, 1998, or if anythere have been any changes, to the order a copy of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. such by-laws, (iii) Certified copies the names and true signatures of the officers of WestPoint authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and Transferee may conclusively rely until such time as the Administrator, on Transferee's behalf, shall receive from WestPoint a revised certificate meeting the requirements of this subsection (c)(iii)) and (iv) a copy of the resolutions of the Board of Directors of WestPoint approving the Borrower approving each Loan Document Transaction Documents to which be delivered by it is a party, and of all documents evidencing other necessary corporate action the transactions contemplated hereby and governmental approvals, if any, with respect to each Loan Document to which it is a party.thereby; (ivd) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Transferor certifying (i) that there have been no changes to its Certificate of Incorporation since December 18, 1998, (ii) that there have been no changes to its by-laws since December 18, 1998, (iii) the names and true signatures of the officers of the Borrower Transferor authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and Transferee may conclusively rely until such time as the Administrator, on Transferee's behalf, shall receive from Transferor a revised certificate meeting the requirements of this subsection (d)(iii)) and (iv) a copy of the resolutions of the Board of Directors of Transferor approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby; (e) Copies of good standing certificates for each Loan Transaction Party, issued as of a recent date acceptable to the Administrator by the Secretaries of State of the state of incorporation of such Transaction Party and the state where such Transaction Party's principal place of business is located; (i) Proper financing statements (Form UCC-1), in such form as the Administrator, on Transferee's behalf, may reasonably request, naming each Originator as the debtor and seller of the Pool Receivables originated by it and Related Assets, Transferor as the secured party and purchaser thereof and Transferee as assignee, duly executed by each party and (ii) proper financing statements (Form UCC-1), in such form as the Administrator, on Transferee's behalf, may reasonably request, naming Transferor as the debtor and transferor of an undivided percentage interest in the Pool Receivables and Related Assets and the Administrator, on behalf of the Secured Parties, as the secured party and transferee thereof, duly executed by each party, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect or continue the perfection of the sale by the Originators to Transferor of, and Transferee's undivided percentage interest in, the Pool Receivables and Related Assets; (g) Search reports from a Person satisfactory to the Administrator (i) listing all effective financing statements that name any Transaction Party and any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to Section 5.01(f) and in such other jurisdictions that the Administrator shall reasonably request, together with copies of such financing statements (none of which, except for any of the financing statements described in Section 5.01(f) shall cover any Pool Receivables or Related Assets), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no evidence of such liens; (h) A copy of the Subordinated Note, duly executed by Transferor; (i) Favorable opinions of _________, special New York counsel to the Transaction Parties and the Originators, in substantially the form of Exhibit 5.01(i); (j) A favorable opinion of _________, special New York counsel to the Transaction Parties and the Originators, as to: (i) the existence of a "true sale" of the Pool Receivables from the Originators to Transferor under the Sale Agreement; and (ii) the inapplicability of the doctrine of substantive consolidation to Transferor and WestPoint in connection with any bankruptcy proceeding involving any Transaction Party; (k) A pro forma Monthly Report, prepared as of July 31, 2001; (l) An executed copy of the Fee Letter; (m) An executed copy of the Insurance Policy; (n) Confirmation from each of S&P and Moody's that the execution and delivery of this Agreement, the Insuxxxxx Xolicy and the other Transaction Documents and the consummation of the transactions contemplated thereby will not result in the downgrade or withdrawal of their respective ratings of the Commercial Paper Notes; (o) Executed copies of any third-party consents or releases (including, without limitation, any UCC-3 termination statements) necessary or in the Administrator's discretion advisable in connection with any Transaction Party's or any Originator's execution, delivery and performance of any Transaction Document to which it is a party party; and (p) Such other agreements, instruments, certificates, opinions and the other documents to be delivered hereunder or thereunderas the Administrator may reasonably request. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This The Existing Credit Agreement shall become effective on be amended and restated as per this Agreement, upon the fulfilment of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateprecedent: (a) There each Obligor shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, executed and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.delivered this agreement; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayreceived, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAdministrative Agent: (i) Counterpart signature pages a certificate of this Agreement, executed status or good standing for each Obligor issued by each the appropriate Official Body of the parties hereto.jurisdiction in which such Obligor is incorporated; (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as duly certified copy of the Effective Date pursuant resolution of the board of directors of the Obligors authorizing each to Section 2.16.execute, deliver and perform its obligations under this Agreement; (iii) Certified copies a certificate of a senior officer of the resolutions Parent, in such capacity, certifying that, to the best of the Board of Directors of the Borrower approving each Loan Document to which it his knowledge after due inquiry, no Default has occurred and is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.continuing or would arise immediately upon this Agreement becoming effective; (iv) A certificate except as delivered under the Existing Credit Agreement, share certificates representing all of the Corporate Secretary or an Assistant Corporate Secretary issued and outstanding shares of the Borrower certifying the names duly endorsed in blank for transfer or attached to duly executed stock transfers and true signatures powers of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder attorney or thereunder.as otherwise required under Applicable Law; and (v) Favorable an opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the BorrowerObligors addressed to the Lenders, substantially the Administrative Agent and its counsel, relating to the status and capacity of the Obligors, the due authorization, execution and delivery and the validity and enforceability of this Agreement and such other matters as the Administrative Agent may reasonably request; (c) there has not occurred a Material Adverse Change since September 30, 2014; (d) there shall exist no pending or threatened litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; and (e) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in the form respect of Exhibits E-1 all agreements and E-2, respectively, heretotransactions referred to herein.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as The effectiveness of the date hereof (amendments to the “Effective Date”), provided that Existing Credit Agreement expressed to be effected by this Agreement is subject to the prior or concurrent fulfilment of each of the following conditions precedent have been satisfied on such dateprecedent: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as the conditions precedent set forth in Section 12.01 shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.fulfilled; (b) The Lenders BRL shall have been given such access, as such Lenders have reasonably requested, delivered to Computershare Trust Company of Canada the management, records, books of account, contracts and properties irrevocable direction regarding the proceeds of the Borrower and its Significant Subsidiaries as they shall have requested.October Offering referred to in Section 11.01(b); (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the followingreceived, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages a copy of this Agreement, Agreement duly executed by each of the parties hereto.Obligors; (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, guarantee confirmation substantially in the form of Exhibits E-1 Schedule I hereto duly executed by each Obligor who has delivered to the Administrative Agent a Guarantee; (iii) the Dundee Letter of Credit, as extended to January 31, 2005 and E-2as amended to provide that the same shall be automatically renewed for successive periods of one year (with the last such period to expire no later than January 31, respectively2009) unless notice in writing is given to the Administrative Agent by The Bank of Nova Scotia as issuer at least 60 days prior to the then current expiry date that the issuer has elected not to renew the Dundee Letter of Credit; (iv) the Dundee Participation Agreement duly executed by Dundee; (v) the Fee Letters; (vi) a duly certified copy of any amendments to the articles of incorporation and by-laws of each Obligor, heretoif any, made subsequent to December 23, 2002; (vii) a certificate of status or good standing for each Borrower and Material Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Borrower is incorporated; (viii) a duly certified copy of the resolution of the board of directors of each Borrower authorizing it to execute, deliver and perform its obligations under this Agreement; (ix) a certificate of an officer of each Borrower setting forth specimen signatures of the individuals authorized to sign this Agreement; and (d) the Administrative Agent and its counsel shall be satisfied that all Applicable Laws have been complied with, all material agreements have been entered into and all necessary governmental, corporate and other third party consents and approvals have been obtained with respect to the Loan Documents and the transactions contemplated herein; (e) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, notices, designations, acknowledgments, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent's counsel, are necessary to make effective the Security created or intended to be created by the Obligors pursuant to the Security Documents and to ensure the perfection and the intended first ranking priority (subject to Permitted Liens) of such Security; and (f) all amounts then due and payable under the Loan Documents shall have been paid. Upon satisfaction of each of the foregoing conditions, the Administrative Agent shall execute and deliver to BRL and its counsel an acknowledgment thereof, designating the date of such satisfaction as the Amendment Effective Date.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective (the "Effective Date") when (i) it shall have been executed by EPNGC, the Administrative Agent and the CAF Advance Agent, (ii) the Administrative Agent and EPNGC either shall have been notified by each Lender that such Lender has executed it or shall have received a counterpart of this Agreement executed by such Lender, and (iii) the Administrative Agent shall have received notice from the "Administrative Agent" under the Tennessee Facility that the "Effective Date" has occurred, or substantially simultaneously therewith is occurring, under the Tennessee Facility, and if any Lender is not also a party to the Tennessee Facility, such Lender shall have received all documents delivered pursuant to Section 3.1 of the Tennessee Facility, in each case above, unless waived by the Lenders in accordance with this Agreement. Anything in this Agreement to the contrary notwithstanding, if all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall not have been 44 39 fulfilled on or before December 31, 1996, (i) the Company shall on such date pay all accrued and unpaid facility fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of EPNGC, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of the date hereof 5:00 P.M. (the “Effective Date”), provided that the following conditions precedent have been satisfied New York City time) on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20181996; provided, except however, that as soon as the Administrative Agent determines that all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall have been disclosed fulfilled on or contemplated in before December 31, 1996, the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable Administrative Agent shall furnish written notice to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsEPNGC, the Lenders and the Arrangers on or prior "Administrative Agent" under the Tennessee Facility to the Effective Dateeffect that it has so determined, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid and such notice by the Borrower hereunder. (f) Each Administrative Agent shall constitute conclusive evidence that this Agreement shall have become effective for all purposes. Notwithstanding the foregoing, the obligations of the Agent and the Lenders shall have received (i) Company to pay fees pursuant to Section 2.8 as well as all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of Borrowers pursuant to Section 9.4 shall survive the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages termination of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182010, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to this Agreement (such that each such letter of credit shall constitute a Facility LC hereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxX. Solo, the Associate Assistant General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as On the Closing Date, at the time of the date hereof (making of the “Effective Term A Loans, the Term B Loans, the initial Revolving Loans, Swingline Loans and initial Letters of Credit on the Closing Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred all Obligations of the Borrower incurred at or prior to such date (i) no Material Adverse Change since December 31including, 2018without limitation, except the obligation of the Borrower to pay the Fees due on the Closing Date and to reimburse the reasonable fees and expenses of King & Spalding, special counsel to the Agent and any expenses payable to the Arranger, the Agent and the Lenders as previously agreed with the Borrower), shall have been disclosed or contemplated paid in the SEC Reports, and full; (iib) no material adverse change action, proceeding, investigation, regulation or legislation shall have been instituted, or to the knowledge of the Borrower, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Agreement, the primary Merger Documents or secondary loan syndication markets the consummation of the transactions contemplated hereby or capital markets generally that makes thereby, or which, in Agent's and Lender's reasonable discretion, would make it impracticable inadvisable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.this Agreement; (c) All governmental the Company, Holdings and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby Conso International shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effectentered into or adopted, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agentsapplicable, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, Merger Documents in form and substance satisfactory to the Agent and Lenders and the Agent and Lenders shall be satisfied that the Merger will take place prior to or simultaneously with the funding of the Loans hereunder; (except for any Notes d) Borrower shall have received a minimum capital contribution of $25,000,000 of which (i) a capital contribution in the minimum amount of $19,999,600 shall come from CVC, and (ii) a capital contribution of $4,800,400 shall come from J. Cxxx Xxxdxxx, xxd Borrower shall have received, in the aggregate, $25,000,000 in cash and capital contributions, and Agent and Lenders shall have received assurances to such effect in form and substance satisfactory to the Agent and Lenders; (e) the Borrower and the Subordinated Noteholders shall have executed and delivered the Subordinated Note Purchase Agreement which Subordinated Note Purchase Agreement shall be in form and substance satisfactory to the Agent and Lenders, and the Agent shall have received certified copies thereof, and the Agent and Lenders shall be satisfied that all conditions precedent to the initial funding thereunder shall have been satisfied or waived; (f) the Agent shall have received the following, in form and substance satisfactory in all respects to the Lenders; (i) the duly executed counterparts of this Agreement; (ii) the duly completed and executed Notes, (iii) the duly executed counterparts of the Fee Letter (iv) the duly executed counterparts of the Guaranty Agreements; (v) the duly executed counterparts of the Security Agreements; (vi) (A) UCC-1 financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreements, as requested by the Agent in order to perfect such Liens, duly executed by the Credit Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Credit Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens, (C) a Perfection Certificate duly completed and executed by the Credit Parties, and (D) duly executed landlord waivers and/or warehouseman agreements with respect to all Inventory of the Borrower to be included in sufficient copies for each Lender:the Borrowing Base located at leased locations or in warehouses; (ivii) Counterpart signature pages Copies of this Agreementa duly executed payoff letter, in form and substance satisfactory to Agent, executed by each Bank of America, N.A., together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Agent, manually signed by Bank of America, N.A., releasing all liens of Bank of America, N.A. upon any of the parties hereto.personal property of each Credit Party, (b) termination of all blocked account agreements, bank agency agreements or other similar agreements or arrangements or arrangements in favor of Bank of America, N.A., and (c) any other releases, terminations or other documents reasonably required by the Agent to evidence the payoff of Bank of America, N.A.; (iiviii) Notesduly executed and perfected Mortgages covering all of the owned Real Estate and duly executed counterparts of the other Real Estate Documents together with: (a) title insurance policies, if anycurrent as-built surveys, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to Agent; (b) evidence that counterparts of the Mortgages have been delivered to the appropriate title agents for recording in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien (subject to Permitted Liens) on each Mortgaged Property in favor of Agent for the order benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law); and (c) an opinion of counsel in each state or jurisdiction in which any Mortgaged Property is located in form and substance and from counsel satisfactory to Agent; (ix) the Environmental Review in respect of Conso Products Company, Inc., prepared for Kirkxxxx & Xllix, xx behalf of Citicorp Venture Capital, Ltd., prepared by Strata Environmental, August 1999, together with underlying documents requested by the Agent. Agent shall have received letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to Agent, authorizing Agent and Lenders to rely on such reports; (x) a duly executed Blocked Account Agreement with respect to each Blocked Account listed on Schedule 8.11, a duly executed Concentration Account Agreement with respect to each Concentration Account listed on Schedule 8.11 and a -62 duly executed Disbursement Account Agreement with respect to the Disbursement Account listed on Schedule 8.11; (xi) the duly executed counterparts of the Pledge Agreements, together with (A) original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Agent pursuant to the Pledge Agreements, (B) stock powers executed in blank, and in the case of the Stock pledged pursuant to the Mexican Guaranty Trust Agreement, the share certificates shall be endorsed in property (en propiedad) in favor of the Mexican Trustee, as required in the Mexican Guaranty Trust Agreement, and (C) original executed Intercompany Notes; (xii) the duly executed counterparts of the Trademark Security Agreements, the Patent Security Agreement and Copyright Security Agreements together with copies of lien search reports from the U.S. Patent and Trademark Office and the U.S. Copyright Office listing all Liens filed with respect to trademarks, patents, copyrights and licenses of the Credit Parties in the appropriate federal offices, none of which shall cover any of the collateral to be pledged to the Agent; (xiii) a certificate of the Borrower in substantially the form of Exhibit F attached hereto and appropriately completed; (xiv) certificates of the Secretary or Assistant Secretary of each Lender requesting the issuance Credit Party and Holdings, attaching and certifying copies of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies its bylaws and of the resolutions of its boards of directors, authorizing the Board of Directors execution, delivery and performance of the Credit Documents and certifying the name, title and true signature of each officer of such entities executing the Credit Documents; (xv) certified copies of the certified articles of incorporation or organizational documents, as the case may be, of each Credit Party and Holdings, together with certificates of good standing or existence, as may be available from the jurisdiction of incorporation of such Credit Party and each other jurisdiction where such Credit Party is required to be qualified to do business as a foreign corporation; (xvi) a duly executed Borrowing Base Certificate dated as of the Closing Date, which shall show that after giving effect to the Revolving Loans to be made on the Closing Date and any Letters of Credit to be issued on the Closing Date, Borrowing Availability is at least $4,000,000; (xvii) a duly executed initial Notice of Revolving Credit Advance; (xviii) a disbursement letter executed by the Borrower approving authorizing the disbursement of the initial Loans; (xix) copies of all material consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any material Contractual Obligation of each Loan Document to which it is a partyCredit Party, in connection with the execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby, and of all documents evidencing other necessary corporate action and governmental such consents, approvals, if anyauthorizations, with respect to each Loan Document to which it is a party.registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (ivxx) A certificate certificates of insurance, in form and detail acceptable to the Agent, describing the types and amounts of insurance (property and liability) covering any of the Corporate Secretary tangible insurable Collateral maintained by the Credit Parties, in each case naming the Agent as loss payee or an Assistant Corporate Secretary additional insured, as the case may be, together with a lender's loss payable endorsement in form and substance satisfactory to the Agent; (xxi) the favorable legal opinion of (i) Kirkxxxx & Xllix, counsel to the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE EnergyDomestic Subsidiaries, and Hunton Xxxxxxx (ii) Dykema Gosset, special Michigan counsel to Simplicity, (iii) Nexsxx Xxxxx LLPXxxxxx & Xollxxx, XXP, special South Carolina counsel to the Borrower, (iv) Cumberland Ellix Xxxxx, xxecial English counsel to BT, (v) Clifxxxx Xxxnce, special English counsel to the Agent and Lenders, and (v) Bryax, Xxnzxxxx Xxxxxx x Xonzxxxx Xxx, X.C., special Mexico counsel to Val-Mex, each in form and substance satisfactory to the Lenders, addressed to the Agent and each of the Lenders, and covering matters as the Lenders and Agent may request; (xxii) certified copies of the executed Subordinated Note Documents, together with evidence that all conditions precedent to the effectiveness of Subordinated Note Documents have been satisfied or waived, all transactions contemplated by the Subordinated Note Documents have been consummated and the Borrower has received $20,000,000 in proceeds from the Subordinated Noteholders; (xxiii) the duly executed counterparts of the Subordination Agreement; (xxiv) certified copies of the executed Merger Documents and all documents required to be delivered pursuant thereto (including, without limitation (A) resolutions of the boards of directors of the Borrower and Conso International approving the Merger and (B) copies of all consents, approvals and permits necessary or advisable to be obtained in connection therewith), and evidence that all conditions precedent to the effectiveness of the Merger Documents have been satisfied, and the Merger will be consummated substantially in accordance with the terms and conditions of the Merger Documents; (xxv) the duly executed counterparts of the Assumption Agreement; (xxvi) certified copies of the executed BT Intercompany Debt Documents in form and substance satisfactory to the Lenders and Agent, together with evidence that all conditions precedent to the effectiveness of Exhibits E-1 the BT Intercompany Debt Documents have been waived or satisfied, all transactions contemplated by the BT Intercompany Debt Documents have been consummated; (xxvii) copies of the internally prepared quarterly consolidated financial statements of Conso International for the Fiscal Quarter ending January 1, 2000 and E-2copies of the audited consolidated financial statements for Conso International for the Fiscal Year ending July 3, respectively1999; (xxviii) a solvency certificate executed by the chief financial officer of each Credit Party; (xxix) evidence that Adjusted EBITDA of the Consolidated Companies for the 12-month period ending December 31, hereto1999 was at least $19,000,000; (xxx) documents related to pledge by Borrower of shares of Val-Mex as described more particularly in the Mexican Guaranty Trust Agreement; (xxxi) the duly executed Post-Closing Agreement; (xxxii) the duly executed Fee Letter; (xxxiii) receipt of satisfactory appraisals of all Accounts and Inventory to be pledged on the Closing Date, together with satisfactory collateral audits of all Accounts, Inventory and other personal property requested by the Lenders (including field audit and survey conducted by the Agent); (xxxiv) certificates, reports and other information as the Agent may request from any Consolidated Company in order to satisfy itself as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (xxxv) certificates, reports, environmental audits and investigations, and other information as the Agent may request from any Consolidated Company in order to satisfy itself as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; and (xxxvi) certificates, reports and other information as the Agent may request from any Consolidated Company in order to satisfy the Agent as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products, liability and patent infringement claims) pending or threatened against the Consolidated Companies.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (viv) Favorable A favorable opinion letters letter of Xxxxxxx XxxxxT. A. Hughes, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in subxxxxxxxxxx xn the form of Exhibits E-1 Exhibit E hereto and E-2, respectively, heretoas to such other matters as any Lender through the Agent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. This Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective on and as until each of the date hereof (the “Effective Date”), provided that the following conditions precedent have has been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated waived in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated writing by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and XXXXX Xxxxxx in its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatsole discretion: (i) The representations Borrower and warranties contained in Section 4.01 are correct on the District shall each have duly executed and as of delivered to the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, WIFIA Lender this Agreement in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each WIFIA Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, The Borrower and the District shall each have delivered to the order WIFIA Lender a copy of each Lender requesting the issuance of a Note its Organizational Documents, as of in effect on the Effective Date pursuant to Section 2.16Date, along with a certification in the Borrower Closing Certificate or District Closing Certificate, as applicable, that such Organizational Documents are in full force and effect. (iii) Certified copies The District shall have delivered to the WIFIA Lender a copy of the resolutions WIFIA District Resolution, along with a certification that the WIFIA District Resolution is in full force and effect, all conditions contained in the WIFIA District Resolution that are necessary to the closing of the Board of Directors of WIFIA transactions contemplated hereby have been fulfilled, and no further instruments or documents (including any resolutions, ordinances, and supplements) are necessary for the Borrower approving District to execute and deliver, and to perform its obligations under, this Agreement and each other WIFIA Loan Document to which it the District is a party, party and of all documents evidencing to consummate and implement the transactions contemplated by this Agreement and each other necessary corporate action and governmental approvals, if any, with respect to each WIFIA Loan Document to which it the District is a party. (iv) A certificate The Borrower shall have delivered to the WIFIA Lender a copy of the Corporate Secretary or an Assistant Corporate Secretary WIFIA Borrower Resolution, along with a certification that the WIFIA Borrower Resolution is in full force and effect, all conditions contained in the WIFIA Borrower Resolution that are necessary to the closing of the Borrower certifying the names WIFIA transactions contemplated hereby have been fulfilled, and true signatures of the officers of no further instruments or documents (including any resolutions, ordinances, and supplements) are necessary for the Borrower authorized to sign execute and deliver, and to perform its obligations under, this Agreement and each other WIFIA Loan Document to which it the Borrower is a party and to consummate and implement the transactions contemplated by this Agreement and each other documents WIFIA Loan Document to be delivered hereunder or thereunderwhich the Borrower is a party. (vA) Favorable opinion letters of Xxxxxxx Xxxxx, Counsel to the Associate General Borrower shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit E-1 (Opinions Required from Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, to Borrower)), (B) bond counsel to the Borrower shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit E-2 (Opinions Required from Borrower Bond Counsel)), (C) counsel to the District shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit E-3 (Opinions Required from Counsel to District)), and (D) bond counsel to the District shall have rendered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth on Exhibit E-4 (Opinions Required from District Bond Counsel)). (vi) The Borrower shall have delivered to the XXXXX Xxxxxx a certificate, signed by the Borrower’s Authorized Representative, substantially in the form attached hereto as Exhibit F-1 (Form of Exhibits E-1 Closing Certificate of Borrower) (the “Borrower Closing Certificate”), designating the Borrower’s Authorized Representative, confirming such person’s position and E-2incumbency, respectivelyand certifying as to the satisfaction of the following conditions precedent (and, heretoif requested by the XXXXX Xxxxxx, shall have provided evidence satisfactory to the WIFIA Lender of such satisfaction): (A) the representations and warranties of the Borrower set forth in this Agreement and in each other WIFIA Loan Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; and (B) no Borrower Material Adverse Effect, or any event or condition that could reasonably be expected to have a Borrower Material Adverse Effect, has occurred or arisen since the date of the Application. (vii) The District shall have delivered to the WIFIA Lender a certificate, signed by the District’s Authorized Representative, substantially in the form attached hereto as Exhibit F-2 (Form of Closing Certificate of District) (the “District Closing Certificate”), designating the District’s Authorized Representative, confirming such person’s position and incumbency, and certifying as to the satisfaction of the following conditions precedent (and, if requested by the XXXXX Xxxxxx, shall have provided evidence satisfactory to the WIFIA Lender of such satisfaction): (A) the District has (x) obtained a Federal Employer Identification Number, (y) obtained a Unique Entity Identifier, and (z) registered with, and obtained confirmation of active registration status from, the federal System for Award Management (xxx.XXX.gov); (B) the representations and warranties of the District set forth in this Agreement and in each other WIFIA Loan Document to which the District is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; and (C) no District Material Adverse Effect, or any event or condition that could reasonably be expected to have a District Material Adverse Effect, has occurred or arisen since the date of the Application. (viii) The District shall have paid in full all invoices delivered by the XXXXX Xxxxxx to the District as of the Effective Date for the fees and expenses of the XXXXX Xxxxxx’s counsel and financial advisors and any auditors or other consultants retained by the XXXXX Xxxxxx for the purposes hereof. (ix) The District shall have provided evidence to the XXXXX Xxxxxx’s satisfaction of the (A) establishment by the District of the WIFIA Debt Service Account and (B) the pledge of such account by the District for the sole benefit of the Borrower. (x) The District shall have delivered to the WIFIA Lender a copy of the Investment Policy.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as of is subject to the date hereof (the “Effective Date”), provided conditions precedent that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to of the proposed Effective Date. (e) The , the Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Administrative Agent and the Lenders shall have received (iincluding the accrued fees and expenses of counsel to the Administrative Agent) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) invoiced at least two Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificatereceived, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date prior to January 29, 2016, the following, each (unless otherwise specified below) dated the date of such dayeffectiveness, in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the LendersNotes) in sufficient copies for each Lender:Lender (whereupon the Administrative Agent shall notify the Borrower and the Lenders that the Effective Date has occurred): (ia) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, The Notes payable to the order of each Lender requesting the issuance of a Note as of Lenders, respectively, to the Effective Date pursuant to extent requested, in accordance with Section 2.162.19. (iiib) Certified copies of the resolutions of the Board of Directors of the Borrower approving each approving, and authorizing the execution, delivery and performance of, this Agreement, the other Loan Document to which it is a party, Documents and of all documents evidencing other necessary corporate action actions and governmental approvals, if any, with respect to each this Agreement and the other Loan Document to which it is a partyDocuments. (ivc) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by‑laws and certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party this Agreement and the other documents to be delivered hereunder or thereunderLoan Documents. (vd) Favorable A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) A favorable opinion letters of Xxxxxxx XxxxxX. Xxxxxxx, the Associate Esq., General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 Exhibit E hereto and E-2as to such other matters as any Lender through the Administrative Agent may reasonably request. (f) A favorable opinion of Shearman & Sterling LLP, respectivelyspecial counsel for the Administrative Agent, substantially in the form of Exhibit F hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement agreement shall become effective on and as upon the fulfillment of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateprecedent: (a) There shall have occurred to the extent not already delivered to the Administrative Agent, each Obligor has executed and delivered to the Administrative Agent the Credit Documents (iincluding, in respect of any Credit Documents delivered pursuant to the Existing Credit Agreement, confirmations thereof) no Material Adverse Change since December 31to which it is a party, 2018, except as shall have been disclosed or contemplated each in form and substance satisfactory to the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Administrative Agent; (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such dayreceived, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderAdministrative Agent: (i) Counterpart signature pages a bringdown Perfection Certificate in respect of this Agreement, executed by each of the parties hereto.Obligor; (ii) Notes, if any, to the order a Closing Certificate of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16.Borrower; (iii) Certified copies a certificate of status, compliance or good standing for each Obligor issued by the appropriate governmental body or agency of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it jurisdiction in an Obligor is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.incorporated; (iv) A certificate opinions of counsel to the Borrowers, addressed to, inter alia, the Administrative Agent and the Finance Parties and their counsel, relating to the status and capacity of the Corporate Secretary or an Assistant Corporate Secretary Borrowers, the due authorization, execution and delivery and the validity and enforceability of the Borrower certifying Credit Documents dated on or about the names and true signatures of date hereof (other than the officers of the Borrower authorized to sign each Loan Document Fee Letter) to which it each Borrower is a party in the jurisdiction of incorporation of each Borrower and the continuing perfection of the security interests created by the Security Documents delivered by such Obligors in connection with the Existing Credit Agreement in the jurisdiction where the Secured Assets of each Borrower are located or otherwise where each Borrower is incorporated, and such other matters as the Administrative Agent may reasonably request; (c) all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be delivered hereunder or thereunder.created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security; (vd) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, Borrowers shall have paid all fees as well as all reasonable and Hunton Xxxxxxx Xxxxx LLP, counsel documented out-of-pocket expenses payable to the BorrowerAdministrative Agent under or in connection with the Credit Documents (including the reasonable fees, substantially in the form disbursements and other charges of Exhibits E-1 one primary counsel and E-2one local or special counsel per applicable jurisdiction); and (e) no Material Adverse Effect shall have occurred since September 30, respectively, hereto2023.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon satisfaction of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such dateconditions: (a) There The Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated delivered a business plan for the Borrower and the Guarantors in form and substance reasonably satisfactory to the SEC Reports, Agent and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.Banks; (b) The Lenders Borrower and the Guarantors shall have been given such accesscooperated with the Financial Consultant, as such Lenders have in (i) affording the Financial Consultant access to all of the Borrower's and the Guarantors' and their Subsidiaries' books and records and projections and information regarding revenues and other matters reasonably requestedrequested by the Financial Consultant and (ii) making available on a reasonable basis officers and managers to answer the Consultant's questions about the foregoing and other matters concerning the finances of the Borrower, the Guarantors and their Subsidiaries, without regard to the management, records, books specific provisions of account, contracts and properties Section 9.9 of the Borrower and its Significant Subsidiaries as they shall have requested.Credit Agreement; (c) All governmental From April 15, 2001 through the Effective Date, the Borrower shall not have paid or permitted any of its Subsidiaries to have paid (i) any amounts owed to certain employees of BlueFlame of approximately $3.3 million in the aggregate pursuant to Aztec Technology Partners, Inc. PCSI Key Employee Agreements each dated May 15, 1998 between Aztec and third party consentseach of the eight employees identified in the respective Schedule 1 attached thereto or (ii) any other payments to employees, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition officers or directors of any conditions that are of the Borrowers or their Subsidiaries between April 15, 2001 and the Effective Date in excess of (A) regularly scheduled salary and/or commissions and (B) certain quarterly performance bonuses and retention payments not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable exceed $250,000 in the reasonable judgment aggregate, in each case earned in accordance with policies pre-dating the Existing Event of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.Default; (d) The Borrower shall have notified each Lender delivered an officer's certificate listing all bank accounts, money market funds, certificates of deposit and other similar cash equivalent investments held by the Agent in writing Borrower, any Guarantor and/or their Subsidiaries as to of the proposed Effective Date.; (e) All Overadvance Fees required to have been paid on or before April 30, 2001 pursuant to Section 2.2.2 of the Credit Agreement shall have been paid in full; (f) Aztec shall have replaced the Warrant issued to The Fuji Bank, Limited ("FUJI") on January 31, 2001 exercisable for 44,986 shares of common stock of Aztec, which has been lost, upon delivery of a lost warrant affidavit in the form of EXHIBIT A hereto, executed by Fuji and properly notarized, and Aztec shall have waived any requirement for indemnification in respect of such lost Warrant; (g) The Borrower shall have paid all accrued reasonable legal fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders Banks for which invoices have been submitted; (h) Aztec shall have received provided written evidence that it has instructed the IRS to direct deposit the Tax Refund into Aztec's operating account at Fleet National Bank; (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower All Guarantors shall have received such Beneficial Ownership Certification.signed the Reaffirmation of Guaranty attached hereto; (gj) On The Borrower and each Guarantor shall have delivered customary incumbency certificates, good standing certificates and legal opinions regarding this Agreement, equivalent to those required under Section 12 of the Effective Date, Credit Agreement; and (k) All representations and warranties in Section 8 of the following statements Credit Agreement shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and with the exceptions of (i) the Existing Event of Default and (ii) No event has occurred and is continuing that constitutes a Defaultthe solvency representation in Section 8.4.4. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, includingand (ii) all fees owing on the Effective Date under Section 2.03(e) hereof, together with all other fees and expenses accrued under the Existing Credit Agreement to but not including the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderEffective Date. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Closing Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of, and the Lender shall be obligated to make the first of the Advances only on or after, the later of the date hereof (or the “Effective Date”), provided that first date on which all of the following conditions precedent have been satisfied on such date:(the “Effective Date”): (a) There The Lender (or its counsel) shall have occurred (i) no Material Adverse Change since December 31received from each party hereto or thereto a counterpart of this Agreement, 2018the Note and the other Loan Documents that are required to be executed and delivered on or prior to the date hereof, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documentssigned on behalf of such party. (b) The Lenders Lender shall have been given received such access, documents and certificates as such Lenders have the Lender may reasonably requested, request relating to the managementorganization, records, books of account, contracts existence and properties good standing of the Borrower Borrower, the authorization of this Agreement, the other Loan Documents and its Significant Subsidiaries as they shall have requestedthe transactions hereunder and under any Loan Document and any other legal matters relating to each applicable Loan Party, this Agreement and the other Loan Documents, all in form and substance satisfactory to the Lender. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby Each applicable Loan Party shall have been obtained (without the imposition of any conditions that are not acceptable established an account at Xxxxxx Xxxxxxx Xxxxx Xxxxxx in each case upon terms satisfactory to the Lenders) Lender in its sole and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentsabsolute discretion. (d) The Borrower shall have notified paid each Lender and of the Agent in writing as required fees payable pursuant to the proposed Effective DateBasic Terms, if any, as well as any other expenses or other payment items set forth in Section 7.04(a) hereof or in any Closing Checklist that the Lender may have provided to the Borrower including, any and all legal fees and disbursements of counsel to the Lender associated herewith. (e) The Borrower Lender shall have paid received on or before the date of the first Advance hereunder all accrued fees and reasonable expenses due and payable of the documents listed on any Closing Checklist that the Lender may have provided to the AgentsBorrower, the Lenders in addition to that which is set forth elsewhere in this Section 3.01, all in form and the Arrangers on or prior substance satisfactory to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderLender. (f) Each of the Agent and the Lenders The Lender shall have received such other approvals, opinions (including, an opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C., counsel to the Loan Parties and Holland & Xxxx LLP, special Nevada counsel to the Borrower) and documents as the Lender may reasonably request. (g) The Borrower shall have identified the Designated Account and provided to the Lender all documentation reasonably required by the Lender to effect the ACH deposits and withdrawals hereunder, or in the alternative, the Borrower shall have provided the Lender with written wire instructions to effect a wire disbursement of deposits and withdrawals hereunder. (h) The Lender shall have received written evidence, in form and substance reasonably acceptable to the Lender, verifying that the Loan Parties possess Unencumbered Liquid Assets of at least $75,000,000. (i) all documentation and other information The Lender shall have confirmed that it reasonably requested from the US Xpress IPO has been completed. Upon satisfaction of such conditions, the Borrower hereby authorizes the Lender to insert, update or correct (such request to be made not less than three (3i) Business Days prior to any names, addresses and titles on behalf of the Effective Date) Borrower or any other Loan Party in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationsany Loan Document, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) the date of each Loan Document, where required in such document and (iii) the effective interest rate and, as applicable, the repayment schedule in the Basic Terms hereof, whereupon the first Advance shall be made available to the extent Borrower in accordance with the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days terms and conditions hereof. At any time prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such daymay, in form its sole and substance satisfactory to the Agent and (except for absolute discretion, terminate any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notesobligation it may have, if any, to the order of each Lender requesting the issuance of a Note as execute and deliver this Agreement and make any Advance, whereupon any obligation of the Effective Date pursuant Lender hereunder to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, make Advances or in any other document executed in connection herewith shall terminate and be void and of all documents evidencing other necessary corporate action no force and governmental approvals, if any, with respect to each Loan Document to which it is a partyeffect. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxX. Solo, the Associate Assistant General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon satisfaction in full of all of the date hereof following conditions precedent (the date on which such all of the conditions are satisfied, the “Agreement Effective Date”), provided that the following conditions precedent have been satisfied on such date:. (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as This Agreement shall have been disclosed or contemplated in executed by the SEC ReportsFacility Lessee, on the one hand, and (ii) no material adverse change in by Wilmington, the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate Owner Lessor, Owner Participant and the transactions contemplated by Consenting Certificateholders, on the Loan Documentsother hand. (b) The Lenders Facility Lessee shall have been given such accesspaid to O’Melveny & Xxxxx LLP (“OMM”), as such Lenders have reasonably requested, counsel to the managementOwner Lessor and Owner Participant, recordsall accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of OMM through December 31, books of account2017, contracts and properties of pursuant to invoices presented for payment on or prior to the Borrower and its Significant Subsidiaries as they shall have requesteddate hereof. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby The Facility Lessee shall have been obtained paid to Guggenheim Partners, LLC (without the imposition of any conditions that are not acceptable “Guggenheim”), as financial advisor to the Lenders) Owner Lessor and shall remain in effectOwner Participant, all accrued and no law unpaid reasonable and documented fees and out-of-pocket costs and expenses of Guggenheim through December 31, 2017, pursuant to invoices presented for payment on or regulation shall be applicable in prior to the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentsdate hereof. (d) The Borrower Facility Lessee shall have notified each Lender and the Agent in writing paid to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (“Xxxx, Xxxxx”), as counsel to the proposed Effective DateConsenting Certificateholders, all accrued and unpaid reasonable and documented fees and out-of-pocket costs and expenses of Xxxx, Xxxxx through December 31, 2017, pursuant to invoices presented for payment on or prior to the date hereof. (e) The Borrower Facility Lessee shall have paid to Xxxxxxxx Xxxxx Capital, Inc. (“Xxxxxxxx Xxxxx”), as financial advisor to the Consenting Certificateholders, all accrued and unpaid reasonable and documented fees and reasonable out-of-pocket costs and expenses due and payable of Xxxxxxxx Xxxxx through December 31, 2017, pursuant to the Agents, the Lenders and the Arrangers invoices presented for payment on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderdate hereof. (f) Each The Facility Lessee shall have made the full payment of the Agent Periodic Lease Rent, and the Lenders Owner Lessor shall have received (i) all documentation made the full payment of principal and other information that it reasonably requested from interest on the Borrower (such request Notes, both of which are scheduled to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationspaid on January 2, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification2018. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182010, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx A.T. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the DTE Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “"Effective Date”), provided that ") on which the following conditions precedent have been satisfied on such datesatisfied: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents2005. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Guarantor or any of its Subsidiaries pending or, to its or their knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto that could reasonably be expected to have a Material Adverse Effect. (c) The Lenders Beneficiaries shall have been given such access, as such Lenders have reasonably requested, access to the management, records, books of account, contracts and properties of the Borrower Guarantor and its Significant Subsidiaries as they shall have reasonably requested. (cd) All governmental and third party consents, authorizations consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersBeneficiaries) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Beneficiaries that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documentshereby. (de) The Borrower Guarantor shall have notified each Lender Beneficiary and the Agent in writing as to the proposed Effective Date. (ef) The Borrower Guarantor shall have paid all invoiced accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received Beneficiaries (i) all documentation including the invoiced accrued reasonable fees and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior expenses of counsel to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001Agent)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Beneficiary a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the BorrowerGuarantor, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 and in each other Transaction Document to which it is a party are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each LenderBeneficiary: (i) Counterpart signature pages An amendment and restatement of this the Security Agreement, in substantially the form of Exhibit A hereto, duly executed by each the parties thereto, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before such day under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before such day, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Guarantor as debtor, together with copies of such other financing statements, (C) evidence of the parties hereto.completion of all other recordings and filings of or with respect to the Security Agreement and that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements) that the Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as Evidence of the Effective Date pursuant to Section 2.16insurance required by the terms of the Collateral Documents, (iii) An amendment and restatement of the Collateral Trust Agreement, in substantially the form of Exhibit B hereto, duly executed by the parties thereto. (iiiiv) An amendment and restatement of the Intercreditor Agreement, in substantially the form of Exhibit C hereto, duly executed by the parties thereto. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving Guarantor authorizing this Agreement and each Loan other Transaction Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and each Loan other Transaction Document to which it is a party. (ivvi) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower Guarantor certifying the names and true signatures of the officers of the Borrower Guarantor authorized to sign this Agreement and each Loan other Transaction Document to which it is a party and the other documents to be delivered hereunder or thereunderhereunder. (vvii) Favorable A favorable opinion letters of Xxxxxxx Xxxxx, counsel of the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the BorrowerGuarantor, substantially in the form of Exhibits E-1 Exhibit D hereto and E-2, respectively, heretoas to such other matters as Citibank through the Agent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the conditions precedent that the Buyer shall become effective on and as have received each of the following, on or before the date hereof of the first purchase hereunder, each in form and substance (including the “Effective Date”), provided that date thereof) satisfactory to the following conditions precedent have been satisfied on such date:Buyer. (a) There shall have occurred A certificate of the Secretary of Seller certifying (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies copy of the resolutions of the its Board of Directors approving this Agreement and the other Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the Borrower approving each Loan Document officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Buyer may conclusively rely until such time as the Buyer shall receive from Seller as the case may be, a party, revised certificate meeting the requirements of this subsection (a)); (iii) a copy of its by-laws as then in effect; and of (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document this Agreement and the other Transaction Documents; (b) The Articles of Incorporation of Seller duly certified by the Secretary of state of Sellers' state of incorporates of a recent date; (c) Signed original copies or time stamped receipt copies, of the proper financing statements (Form UCC-1) that have been duly executed and name Seller as the debtor and seller and the Buyer as the secured party and purchaser of the Assigned Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Buyer's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in all Assigned Receivables and Related Rights in which an ownership interest is assigned to it is a partyhereunder; (d) A certificate from an officer of Seller to the effect that Seller has placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports of Seller the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO INDIAN - XXXXXX, INC. PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 5, 2003, AS AMENDED FROM TIME TO TIME, BETWEEN INDIAN INDUSTRIES, INC., AND INDIAN- XXXXXX, INC. (ive) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names Such other agreements, instruments, UCC financing statements, certificates, opinions and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunderas the Buyer may reasonably request. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182008, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx X. Xxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto. (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x) such letters of credit shall have been assigned or transferred to the 2005 Five-Year Credit Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder) or (y) cash collateral or other credit support in respect thereof shall have been delivered), and (B) the Terminating Agreements have been terminated.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “"Effective Date”), provided that ") on which the following conditions precedent have been satisfied on such datesatisfied: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III accrued fees and expenses of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) counsel to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership CertificationJPMorgan Chase Bank, as syndication agent). (gb) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hc) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the LendersRevolving Credit Notes) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each The Revolving Credit Notes to the order of the parties heretoLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of each of the Borrower approving each Loan Document and the Guarantor authorizing certain officers of the Borrower to which it is a partyact generally on behalf of the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a partythis Agreement and the Notes. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of each of the Borrower and the Guarantor certifying the names and true signatures of the officers of the Borrower such Person authorized to sign each Loan Document to which it is a party this Agreement and the Notes and the other documents to be delivered hereunder or thereunderby it hereunder. (viv) Favorable A favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx Latham & Watkins LLP, special counsel to xxx xhe Xxxxxxxr and the BorrowerGuarantor, substantially in the form of Exhibits E-1 Exhibit D-1 hereto and E-2as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of the General Counsel of the Borrower and the Guarantor, respectivelysubstantially in the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling LLP, heretocounsel for the Agent, in form and substance satisfactory to the Agent. (d) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 30, 2002, as amended, among the Borrower, the Guarantor, the lenders parties thereto, Citibank, as administrative agent for the lenders, and The Bank of New York, Bank One, NA, First Union National Bank and JPMorgan Chase Bank, as co-syndication agents for the lenders, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement, the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder.

Conditions Precedent to Effectiveness of this Agreement. This The effectiveness of this Agreement is subject to the condition precedent that the Administrative Agent and each Lender shall become effective be satisfied with, or the Borrower shall have delivered to the Administrative Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) there shall exist no Default or Event of Default on the Effective Date; (b) all representations and warranties contained in Section 8.1 shall be true on and as of the date hereof (Effective Date with the “same effect as if such representations and warranties had been made on and as of the Effective Date”)Date and, provided that if required by the following conditions precedent have been satisfied on such date: (a) There Administrative Agent, the Borrower shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, delivered to the management, records, books Administrative Agent a Borrower’s Certificate of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Compliance; (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Administrative Agent and the Lenders shall have received any Credit Documents required by the Administrative Agent and the Lenders duly executed by the Borrower; (id) all documentation the following documents in form, substance and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior execution acceptable to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for been delivered to the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thatAdministrative Agent: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified duly certified copies of the resolutions of the Board of Directors constating documents of the Borrower approving each Loan Document to which it is a party, and the General Partner and of all documents evidencing other necessary corporate action proceedings taken and governmental approvals, if any, with respect required to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of be taken by the Borrower certifying to authorize the names execution and true signatures delivery of this Agreement and the officers of the Borrower authorized to sign each Loan Document Credit Documents to which it is a party and the other documents to be delivered hereunder or thereunder.entering into and performance of the transactions contemplated herein and therein; (vii) Favorable opinion letters certificates of Xxxxxxx Xxxxx, incumbency of the Associate General Counsel Partner setting forth specimen signatures of DTE Energy, the persons authorized to execute this Agreement and Hunton Xxxxxxx Xxxxx LLP, counsel the Credit Documents to which it is a party; (iii) certificate of status or the equivalent relative to the BorrowerBorrower and the General Partner under the laws of Canada or its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent and the Lenders; (e) the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, substantially governmental and other third party approvals have been obtained in form and substance acceptable to the form Administrative Agent and the Lenders, each acting reasonably; (f) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and the Fee Letter shall have been paid to the applicable parties; and (g) the Administrative Agent and the Lenders are satisfied in their sole and absolute discretion that all of Exhibits E-1 and E-2, respectively, heretothe provisions of ARTICLE 9 have been complied with to their satisfaction.

Conditions Precedent to Effectiveness of this Agreement. This Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective on and as until each of the date hereof (the “Effective Date”), provided that the following conditions precedent have has been satisfied on such dateor waived in writing by the XXXXX Xxxxxx in its sole discretion: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each duly executed and delivered to the WIFIA Lender this Agreement and the Agent applicable WIFIA Resolution, each in writing as form and substance satisfactory to the proposed Effective DateWIFIA Lender. (eii) The Borrower shall have paid all accrued fees and reasonable expenses due and payable delivered to the AgentsXXXXX Xxxxxx complete and fully executed copies of each Trust Document, the Lenders and the Arrangers together with any amendments, supplements, waivers or modifications thereto, that has been entered into on or prior to the Effective Date, includingalong with a certification in the Closing Certificate that each such document is complete, fully executed and in full force and effect, and that all conditions contained in such documents that are necessary to the extent invoiced, reimbursements or payment closing of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderWIFIA transactions contemplated hereby have been fulfilled. (fiii) Each of the Agent and the Lenders The Borrower shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior delivered to the Effective Date) WIFIA Lender a copy of its Organizational Documents as in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to effect on the Effective Date, along with a certification in the Agent Closing Certificate that such Organizational Documents are in full force and effect. (iv) The Borrower shall have delivered to the WIFIA Lender all further instruments and documents (including any Lender that has requested a Beneficial Ownership Certification in relation resolutions, ordinances, and supplements) other than the WIFIA Loan Documents as are necessary for the Borrower to execute and deliver, and to perform its obligations under, this Agreement and to consummate and implement the transactions contemplated by this Agreement. (v) Counsel to the Borrower shall have received such Beneficial Ownership Certificationdelivered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth in Exhibit E-1 (Opinions Required from Counsel to Borrower)) and bond counsel to the Borrower shall have delivered to the WIFIA Lender legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth in Exhibit E-2 (Opinions Required from Bond Counsel)). (gvi) On the Effective Date, the following statements shall be true and the Agent The Borrower shall have received for delivered to the account of each WIFIA Lender the Non- Debarment Certificate. (vii) The Borrower shall have delivered to the WIFIA Lender the Non- Lobbying Certificate. (viii) The Borrower shall have delivered to the XXXXX Xxxxxx a certificate, signed by the Borrower’s Authorized Representative, substantially in the form attached hereto as Exhibit G-1 (Form of Exhibit D heretoClosing Certificate) (the “Closing Certificate”) (x) designating the Borrower’s Authorized Representative, signed (y) confirming such person’s position and incumbency and (z) certifying as to the satisfaction of the following conditions precedent: (A) the aggregate of all funds committed to the development and construction of the Projects under the Master Program as set forth in the Base Case Financial Model and in the Master Program Budget is sufficient to carry out the Master Program, pay all Total Project Costs anticipated for the Master Program and achieve substantial completion for each Project component by its projected substantial completion date (as set forth on behalf Schedule I (Master Program Schedule) under the column titled “Substantial Completion”); (B) the Borrower has developed, and identified adequate revenues to implement, a plan for operating, maintaining and repairing the Projects during their useful lives; (C) the Borrower has (x) obtained a Federal Employer Identification Number, (y) obtained a DUNS Number, and (z) registered with, and obtained confirmation of active registration status from, the federal System for Award Management (xxx.XXX.gov); (D) the representations and warranties of the Borrower by set forth in this Agreement and in each other Related Document to which the Borrower is a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations party are true and warranties contained correct in Section 4.01 are correct all material respects on and as of the Effective Datedate hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; and (iiE) No other than the events and conditions disclosed in the Voluntary Notice of the Borrower dated and posted to XXXX on May 26, 2020, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred and is continuing that constitutes a Defaultor arisen since March 27, 2020. (hix) The Agent Borrower shall have received delivered to the WIFIA Lender a Base Case Financial Model in form and substance acceptable to the WIFIA Lender, along with a certification in the Closing Certificate that such Base Case Financial Model, based on or before the assumptions and limitations set forth therein, (A) demonstrates that projected Net Revenues Available for Debt Service are sufficient to meet the Loan Amortization Schedules, (B) demonstrates compliance with the Rate Covenant for each Borrower Fiscal Year through each Final Maturity Date, (C) reflects principal amortization and interest payment schedules acceptable to the WIFIA Lender and (D) demonstrates that the Borrower has developed, and identified adequate revenues to implement, a plan for operating, maintaining and repairing each Project over its useful life. (x) The Borrower shall have delivered to the XXXXX Xxxxxx (A) certificates of insurance along with a certification in the Closing Certificate that such (xi) The Borrower shall have delivered to the WIFIA Lender the Borrower’s Financial Statements for the most recent Borrower Fiscal Year for which such Financial Statements are available. (xii) The Borrower shall have paid in full all invoices delivered by the XXXXX Xxxxxx to the Borrower as of the Effective Date for the following, each dated such day, fees and expenses of the XXXXX Xxxxxx’s counsel and financial advisors and any auditors or other consultants retained by the XXXXX Xxxxxx for the purposes hereof. (xiii) The Borrower shall have delivered to the XXXXX Xxxxxx a complete and fully executed copy of the VRA Intercreditor Agreement in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each WIFIA Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (iixiv) NotesThe Borrower shall have delivered such other agreements, if anydocuments, instruments, opinions and other items required by the WIFIA Lender, all in form and substance satisfactory to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16WIFIA Lender. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective as of the Third Closing Date upon the satisfaction of the following conditions: (a) In the case of El Paso and its Consolidated Subsidiaries, since December 31, 2000, nothing shall have occurred that will have resulted in a Material Adverse Effect (adopting for the purposes of this Section 3.03(a) the definition of "Material Adverse Effect" set forth in clause (b) of the definition thereof in Exhibit A to the Trinity Company Agreement). (b) Trinity shall have received the following documents, each dated as of the Third Closing Date and duly executed by the respective party or parties thereto, and otherwise in form and substance reasonably satisfactory to Trinity and (except for the documents listed in clauses (b)(ii), (b)(v) and (b)(vi)) in seven original counterparts: (i) An original counterpart of the following Operative Documents, each as amended and restated as of the Third Closing Date: (A) this Agreement; (B) the Sponsor Subsidiary Security Agreement; (C) the El Paso Guaranty; (D) the El Paso Agreement; (E) the Amendments to the Sponsor Subsidiary Company Agreements; (F) the Trinity Company Agreement; (G) the Red River Credit Agreement; and (H) the Asset Purchase Agreement. (ii) A replacement A-Loan Note (to be delivered against receipt of the then existing A-Loan Note). (iii) Certificates of each of El Paso, Sabine and the other Sponsor Subsidiaries signed on behalf of each such Person by a Responsible Officer of each such Person (the statements made in which certificate shall be true and correct on and as of the date hereof (the “Effective Third Closing Date”), provided that the following conditions precedent have been satisfied on such datecertifying as to: (aA) There shall have occurred a true and correct copy of the by-laws or limited liability company agreement (ias applicable) no Material Adverse Change of such Person as in effect on the Third Closing Date or, if applicable, the absence of any amendments to the limited liability company agreement or other constitutive document of such Person since December 31the Second Closing Date (except the Amendments to the Sponsor Subsidiary Company Agreements delivered under Section 3.03(b)(i)(E)); (B) [intentionally omitted]; (C) the due incorporation or formation and good standing of such Person as a corporation or limited liability company, 2018as the case may be, except as shall have been disclosed under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or contemplated liquidation of such Person; (D) in the SEC Reportscase of each such Person, that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, executive (iior other) no material adverse change in committee of the primary board of directors, managing member or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate manager, as applicable, of such Person authorizing the execution and delivery of each amended and restated Operative Document and performance of the transactions contemplated by such Operative Documents; (E) in the Loan Documentscase of each such Person, that such resolutions have not been revoked, annulled or modified in any manner and are in full force and effect; (F) in the case of each such Person, the incumbency and specimen signature of each officer or managing member of such Person executing each Operative Document, and a certification of another officer or an authorized representative of such Person or of a managing member of such Person, as applicable, as to the signature of the officers signing certificates referred to in this clause (F); and (G) no Liquidating Event, Termination Event, Notice Event, Event of Default or Incipient Event has occurred and is continuing or would result from the amendment and restatement of the Operative Documents on the Third Closing Date. (biv) The Lenders shall have been given such accesslegal opinions described in Section 3.03(b) of the Red River Credit Agreement. (v) Such other certificates, documents and opinions as such Lenders have Trinity may reasonably requestedrequest. (vi) To the extent not covered by clauses (i) through (v) of this Section 3.03(b), each of the documents furnished to the management, records, books of account, contracts and properties Agent pursuant to Section 3.03(b) of the Borrower and its Significant Subsidiaries as they shall have requestedRed River Credit Agreement. (c) All governmental agreements related to, and third party consentsthe capital and legal structure of, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained Sponsor Subsidiaries (without including, but not limited to, the imposition of any conditions that are not acceptable to the LendersOperative Documents) and shall remain in effect, and no law or regulation all organizational documents shall be applicable in reasonably satisfactory to Trinity, Red River, the reasonable judgment of Equity Investors, the Agents that restrains, prevents or imposes materially adverse conditions upon Agent and the transactions contemplated by the Loan DocumentsLender. (d) The Borrower All necessary governmental and third-party approvals in connection with the Transactions shall have notified each Lender been received, except for such governmental and the Agent in writing as third party approvals that, pursuant to the proposed Effective provisions hereof or the Operative Documents, are not required to be obtained on or prior to the Third Closing Date. (e) The Borrower No litigation by any entity (private or governmental) shall be pending, or to Sabine's knowledge threatened, against or involving any Sponsor Subsidiary, any Contributed Investment, or any Intermediate Holder or any Underlying Business or affecting any of their respective properties, assets, rights or businesses in any court, or before any arbitrator of any kind, or before or by any governmental body which, in the reasonable judgment of Sabine (taking into account the exhaustion of all appeals) would have paid all accrued a Material Adverse Effect or which purports to affect the legality, validity, binding effect or enforceability of any Operative Document. (f) All fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket costs and expenses, including reasonable legal fees and expenses (and other compensation contemplated hereby) payable to the Sponsor Subsidiary Collateral Agent, required to be reimbursed or paid by the Borrower hereunder. (f) Each of Sponsor Subsidiaries under the Agent and the Lenders Operative Documents shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) been paid to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certificationdue. (g) Trinity, Red River, the Equity Investors, the Agent and the Lender under the Red River Credit Agreement shall be reasonably satisfied with all legal issues including tax and regulatory matters relating to the Operative Documents and the Transactions. (h) On the Effective Third Closing Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, thattrue: (i) The the representations and warranties of each Sponsor Subsidiary contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Operative Document to which it is a party are correct in all material respects on and as of the other documents Third Closing Date, as though made on and as of such date (except to be delivered hereunder the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date)); and (ii) no event has occurred and is continuing, or thereunderwould result from the amendment and restatement of the Operative Documents, that constitutes an Event of Default or an Incipient Event. (vi) Favorable opinion letters Evidence that (A) all of Xxxxxxx Xxxxxthe B-Loans (as defined in the Original Sponsor Subsidiary Credit Agreement) outstanding immediately prior to the Third Closing Date have been converted into A-Loans and (B) the Sponsor Subsidiaries have made or have been deemed to have made initial payments of Cash Collateral Amounts in the aggregate amount of U.S.$20,000,000 to the Cash Reserve. (j) Evidence that the aggregate principal amount of the A-Loans on the Third Closing Date is at least equal to the aggregate principal amount of the Advances outstanding on the Third Closing Date. (k) Evidence that, immediately after the Third Closing Date, the Associate General Counsel Sponsor Subsidiaries shall be in compliance with the requirements of DTE EnergySection 5.04(b) of this Agreement. (l) Trinity, Red River, the Equity Investors, the Agent and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially Lender under the Red River Credit Agreement shall be satisfied that all conditions set forth in Section 3.03 of the form Red River Credit Agreement (other than the conditions set forth in Section 3.03(d) of Exhibits E-1 and E-2, respectively, heretothe Red River Credit Agreement) are satisfied.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Effective Tenth Amendment Closing Date”), provided that ) on which the following conditions precedent have been are satisfied on such dateor waived: (a) There shall have occurred (i) no Material Adverse Change since December 31subject to Section 2(d) hereof, 2018prior to or substantially concurrently with the funding of the Initial Term Loans pursuant to this Agreement, except as all principal, accrued and unpaid interest, fees, premium, if any, and other amounts outstanding with respect to the Existing Term Loans outstanding immediately prior to the Tenth Amendment Closing Date shall have been disclosed or contemplated repaid in full and all commitments to provide Existing Term Loans under the SEC Reports, Existing Credit Agreement shall have been terminated and (ii) no material adverse change all accrued and unpaid interest and commitment fees with respect to the Existing Revolving Facility outstanding immediately prior to the Tenth Amendment Closing Date shall have been paid in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.full; (b) The Lenders the Administrative Agent (or its counsel) shall have been given such accessreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, (ii) Holdings, (iii) the other Reaffirming Loan Parties (as such defined below), (iv) the Administrative Agent, (v) the New Term Lenders, (vi) the 2024 Revolving Lenders have reasonably requested, to and (vii) the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.Issuing Banks; (c) All governmental all fees and third party consents, authorizations and approvals necessary expenses in connection with this Agreement or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) including reasonable and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all documented out-of-pocket legal fees and expenses required to be reimbursed or paid by the Borrower hereunder. (fpursuant to Section 9.03(a) Each of the Agent and the Lenders shall have received (iExisting Credit Agreement) all documentation and other information that it reasonably requested from payable by the Borrower (to the Administrative Agent, the Joint Lead Arrangers, the New Term Lenders or the 2024 Revolving Lenders on or before the Tenth Amendment Closing Date shall each have been paid to the extent then due; provided that any such request expenses shall be required to be made not less than paid, as a condition precedent to the Tenth Amendment Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Effective Tenth Amendment Closing Date; (d) the Administrative Agent shall have received a duly executed officer’s certificate of the Borrower certifying, as of the Tenth Amendment Closing Date, that (A) each of the representations and warranties set forth in order Section 5 above is true and correct as of the Tenth Amendment Closing Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to comply this Agreement and the transactions contemplated hereby; (e) the Administrative Agent shall have received the following: (i) a copy of a short form or long form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Tenth Amendment Closing Date, certifying that such Loan Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party, dated the Tenth Amendment Closing Date, certifying (1) (x) that attached thereto is a true and complete copy of (A) the certificate of incorporation or formation, as applicable, and (B) the by-laws or operating agreement, as applicable, of such Loan Party as in effect on the Tenth Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the (A) the certificate of incorporation or formation, as applicable, and (B) the by-laws or operating agreement, as applicable, of such Loan Party in the certificate delivered on the Closing Date, the First Amendment Closing Date, the Second Amendment Closing Date, the Third Amendment Closing Date, the Fourth Amendment Closing Date, the Seventh Amendment Closing Date, September 22, 2023 or the Eighth Amendment Closing Date, as applicable, are still in effect, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers, members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, in the case of the Borrower, and any Loan Documents to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or (y) that the incumbency and specimen signature of each officer executing this Agreement provided on the Third Amendment Closing Date, the Fourth Amendment Closing Date or September 22, 2023, as applicable, has not changed; (f) the Administrative Agent shall have received, on behalf of itself, the New Term Lenders and the 2024 Revolving Lenders, an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, in its capacity as New York counsel to the Loan Parties dated as of the Tenth Amendment Closing Date and addressed to the Administrative Agent, the New Term Lenders and the 2024 Revolving Lenders and in form and substance consistent with its obligations the opinion delivered by such counsel on the Ninth Amendment Closing Date (to the extent applicable), taking into account the nature of this Agreement and the transactions contemplated hereby; (g) the Administrative Agent, each requesting New Term Lender and each requesting 2024 Revolving Lenders shall have received, at least three (3) Business Days prior to the Tenth Amendment Closing Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent, such requesting New Term Lender or such requesting 2024 Revolving Lender, as applicable, in writing at least ten (10) Business Days prior to the Tenth Amendment Closing Date and that the Administrative Agent or such requesting New Term Lender or such requesting 2024 Revolving Lender, as applicable, reasonably determine is required by United States regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act Act, and, if (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customerentity” customer under 31 C.F.R. § 1010.230 and (ii) the Beneficial Ownership Regulation, Administrative Agent has provided the Borrower the name of each requesting New Term Lender and each requesting 2024 Revolving Lender and its electronic delivery requirements at least five days ten (10) Business Days prior to the Effective Tenth Amendment Closing Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.customary beneficial ownership certification; (gh) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of from the Borrower, dated in accordance with Section 2.03 of the Effective Existing Credit Agreement, (i) a Borrowing Request with respect to the funding of Initial Term Loans on the Tenth Amendment Closing Date (it being agreed that, notwithstanding anything to the contrary in the Amended Credit Agreement, the initial Interest Period for Initial Term Loans borrowed on the Tenth Amendment Closing Date may be of such duration as shall have been separately agreed by the Borrower and the Administrative Agent and set forth in the Borrowing Request delivered with respect thereto, and for the purpose of determining Adjusted Term SOFR pursuant to the definition of such term, such Interest Period shall be deemed to have a tenor of one month) and (ii) a Borrowing Request with respect to any Revolving Loan to be borrowed on the Tenth Amendment Closing Date, stating, among other things, that:; and (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before from the Effective Date the following, each dated such dayBorrower, in form and substance satisfactory to accordance with Section 2.11(a) of the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Existing Credit Agreement, executed by each a notice of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, prepayment with respect to each Loan Document to which it is a party. (iv) A certificate the prepayment on the Tenth Amendment Closing Date of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunderExisting Term Loans. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20182019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsAgent, the Lenders and the Arrangers Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.162.17. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx XxxxxXxxxxxxxx, the Associate General Counsel of DTE Energythe Borrower, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as Each of the date hereof (following is a condition precedent to the “Effective Date”), provided that effectiveness of this Agreement and to this Agreement amending and restating the following conditions precedent have been satisfied on such dateOriginal Loan Agreement in its entirety: (a) There all requisite corporate or limited liability company action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have occurred received records of requisite corporate or limited liability company action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate or limited liability company officers or Governmental Authority (iand including a copy of the certificate of incorporation or certificate of formation, as the case may be, of each Borrower and Guarantor certified by the Secretary of State (or equivalent Governmental Authority) no Material Adverse Change since December 31, 2018, except which shall set forth the same complete corporate or limited liability company name of such Borrower or Guarantor as is set forth herein and such document as shall have been disclosed set forth the organizational identification number of such Borrower or contemplated Guarantor, if one is issued in the SEC Reports, and (ii) no material adverse change in the primary its jurisdiction of incorporation or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.formation); (b) The Lenders Agent shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties received each of the Borrower following: (i) a full inventory appraisal by Emerald Technology Valuations, LLC, satisfactory to Agent, which confirms there is not a decline of more than ten percent (10%) in the balanced market values since the March 2006 appraisal, (ii) a full field examination of the business and its Significant Subsidiaries collateral of Borrowers and Guarantors satisfactory to Agent and in accordance with Agent’s customary procedures and practices and as they shall have requested.otherwise required by the nature of the businesses of Borrowers and Guarantors; and (iii) evidence, satisfactory to Agent, that Borrowers’ year-to-date Consolidated EBITDA as of December 31, 2006 is at least $20,000,000; (c) All governmental Agent shall have received the Collateral Access Agreements, duly executed and third party consentsdelivered by the parties thereto; (d) the sum of the Excess Availability as determined by Agent, authorizations as of the date hereof, plus Qualified Cash shall be not less than $30,000,000 after giving effect to (i) the initial Loans made or to be made and approvals necessary Letters of Credit issued or to be issued in connection with the initial transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender hereunder and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket fees and expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulationsrespect thereto, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf application of the Borrower by a duly authorized Financial Officer of the BorrowerEquity Contribution, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies the payment of the resolutions acquisition costs and all fees and expenses associated with the acquisition of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.Jazz by Parent Guarantor;

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “"Effective Date”"), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31June 30, 20182004, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due of the Agent and payable to the Agents, the Lenders and with respect to this Agreement for which the Arrangers Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, certificate signed on behalf of the Borrower by a duly authorized Financial Officer officer of the Borrower, dated the Effective Date, stating, among other things, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hiii) The Borrower shall have delivered a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a Financial Officer of the Borrower. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Closing Date pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iviii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (viv) Favorable opinion letters Copies of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.Identified Reports on Form 8-K.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective (the "Effective Date") when (i) it shall have been executed by EPNGC, the Administrative Agent and the CAF Advance Agent, (ii) the Administrative Agent and EPNGC either shall have been notified by each Lender that such Lender has executed it or shall have received a counterpart of this Agreement executed by such Lender, and (iii) the Administrative Agent shall have received notice from the "Administrative Agent" under the Tennessee Facility that the "Effective Date" has occurred, or substantially simultaneously therewith is occurring, under the Tennessee Facility, and if any Lender is not also a party to the Tennessee Facility, such Lender shall have received all documents delivered pursuant to Section 3.1 of the Tennessee Facility, in each case above, unless waived by the Lenders in accordance with this Agreement. Anything in this Agreement to the contrary notwithstanding, if all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall not have been 45 41 fulfilled on or before December 31, 1996, (i) the Company shall on such date pay all accrued and unpaid facility fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of EPNGC, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of the date hereof 5:00 P.M. (the “Effective Date”), provided that the following conditions precedent have been satisfied New York City time) on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 20181996; provided, except however, that as soon as the Administrative Agent determines that all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall have been disclosed fulfilled on or contemplated in before December 31, 1996, the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable Administrative Agent shall furnish written notice to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the AgentsEPNGC, the Lenders and the Arrangers on or prior "Administrative Agent" under the Tennessee Facility to the Effective Dateeffect that it has so determined, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid and such notice by the Borrower hereunder. (f) Each Administrative Agent shall constitute conclusive evidence that this Agreement shall have become effective for all purposes. Notwithstanding the foregoing, the obligations of the Agent and the Lenders shall have received (i) Company to pay fees pursuant to Section 2.8 as well as all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of Borrowers pursuant to Section 9.4 shall survive the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages termination of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.