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

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows: (a) Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (d) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse Effect, no authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document or any Related Document to which it is or is to be a party and (ii) the consummation of the transactions contemplated by the Loan Documents and the Related Documents.

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows: (a) Loan Parties LOAN PARTIES - Due Organization and FormationDUE ORGANIZATION AND FORMATION; Good StandingGOOD STANDING; CorporateCORPORATE, Company and Partnership Power and AuthorityCOMPANY AND PARTNERSHIP POWER AND AUTHORITY; Capital StockCAPITAL STOCK. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, LIMITED PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or limited partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, limited partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, limited partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and limited partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or limited partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (d) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse Effect, no authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document or any Related Document to which it is or is to be a party and (ii) the consummation of the transactions contemplated by the Loan Documents and the Related Documents.

Representations and Warranties of each Borrower. Each Borrower represents and warrants as followsfollows with respect to itself only (x) in the case of each Original Borrower, on the date hereof, (y) in the case of each New Borrower, on the date it executes and delivers a Joinder Agreement pursuant to Section 3.03, and (z) in the case of any Borrower, at such other times as specified herein: (a) Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) Such Borrower is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) where it is organized and is duly qualified to do business, and is in good standing as a foreign corporation standing, in each other every jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it to be so qualify or be licensed, except qualified. Except where the failure to be so qualified or procure the same will not materially affect the conduct of its business, such Borrower has validly procured and now possesses all franchises, rights, licenses and permits and other similar authorizations which are required for its present operations by each jurisdiction in good standing has not had or would not reasonably be likely which it is carrying on any material portion of its business. Such Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders (such compliance to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (includinginclude, without limitation, compliance with ERISA, all material Environmental Laws and payment of all taxes, assessments and governmental licensescharges imposed upon it or upon its property, permits and other approvals) except to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issuedextent contested in good faith), is fully paid and non-assessable and is owned by compliance with which would materially adversely affect the Investor Group business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower or in any way affect the amounts specified on Schedule 4.01(a) free and clear ability of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) such Borrower to perform its obligations under this Agreement or any other Loan Document to which such Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedparty. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance by such Borrower of each Loan Document to which such Borrower is a party and each Related Document all other instruments and documents to be delivered hereunder, and the transactions contemplated hereby and thereby, are within such Xxxxxxxx’s corporate powers, have been duly authorized by all necessary corporatecorporate action, limited liability company do not contravene (i) such Borrower’s certificate of incorporation or partnership bylaws or (as applicableii) action any law, rule, regulation, order or judgment applicable to, or any contractual restriction binding on the part of each Loan Party that is a party theretoor affecting, such Borrower, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien Lien, security interest or other charge or encumbrance upon or with respect to any of the properties of any Loan Party or any of its Subsidiariesproperties, except pursuant to this Agreement. (dc) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse Effect, no No authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or delivery and performance by any such Borrower of each Loan Party of any Loan Document or any Related Document to which it such Borrower is a party or is any other document or instrument to be delivered by such Borrower hereunder. (d) This Agreement and any other Loan Document to which such Borrower is a party are, and any promissory note when delivered pursuant to Section 2.01(b) will be, the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the consummation availability of equitable remedies. (i) With respect to the Parent, the consolidated balance sheet (including the notes thereto) of the transactions contemplated Parent and its Subsidiaries as at December 31, 2009 and the related consolidated statements of income and retained earnings of the Parent and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at September 30, 2010, and the related consolidated statements of income of the Parent and its Subsidiaries for the fiscal quarter then ended, certified by the Loan Documents chief financial officer of the Parent, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2010, to normal year-end adjustments) the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the Related Documentsconsolidated results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as described in said September 30, 2010 financial statements, since December 31, 2009 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, or prospects of the Parent and its Subsidiaries on a consolidated basis. (ii) With respect to UI, the consolidated balance sheet (including the notes thereto) of UI and its Subsidiaries as at December 31, 2009 and the related statements of income and retained earnings of UI and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of UI and its Subsidiaries as at June 30, 2010, and the related unaudited consolidated statements of income of UI and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended June 30, 2010, to normal year-end adjustments) the financial condition of UI as at such dates and the results of the operations of UI for the periods ended on such dates, all in accordance with GAAP. Except as described in said June 30, 2010 financial statements, since December 31, 2009 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, of UI and its Subsidiaries on a consolidated basis. (iii) With respect to each New Borrower, the consolidated balance sheet (including the notes thereto) of such New Borrower and its Subsidiaries as at December 31, 2009 and the related statements of income and retained earnings of such New Borrower and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such New Borrower and its Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of income of such New Borrower and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2010, to normal year-end adjustments) the financial condition of such New Borrower as at such dates and the results of the operations of such New Borrower for the periods ended on such dates, all in accordance with GAAP. Except as described in said September 30, 2010 financial statements, since December 31, 2009 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, of such New Borrower and its Subsidiaries on a consolidated basis. (f) There has not been any failure by such Borrower or, in the case of the Parent, UI or any other Borrower to file at or prior to the time required any report or other filing with any regulatory or other governmental authority having jurisdiction over it, which failure would materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole. (g) Except as described in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 or in the Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (including in each case, the notes in the financial statements included therein) or in the Purchase Agreement (as in effect on the date hereof), there are neither (i) any actions, suits or proceedings pending or, to the knowledge of such Borrower, threatened against or affecting such Borrower or any of its Subsidiaries or the property of such Borrower or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any governmental body, nor (ii) any developments or determinations in any such suits or proceedings, which actions, suits, proceedings, developments or determinations may materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole, or that may materially adversely affect the ability of such Borrower to perform its obligations under any Loan Document to which such Borrower is a party. Neither such Borrower nor, in the case of the Parent, any other Borrower is in default with respect to any order of any court, arbitrator or governmental body, except for defaults with respect to orders of governmental agencies, which defaults are not material to the business or operations of such Borrower or, in the case of the Parent, such other Borrower. (h) Schedule 4.01(h) hereto (as revised pursuant to Section 3.03(e)) is a complete list of all agreements, contracts, arrangements and other obligations imposing restrictions on the ability of any Borrower (other than Parent), to make or declare any dividends or distributions to its shareholders. (i) No proceeds of any Advance will be used by such Borrower to acquire any security in any transaction that is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, other than, in the case of the Parent, the repurchase of stock of the Parent. (j) Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (k) Such Borrower is not an “investment company” as defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940. (l) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably could be expected to materially adversely affect the business, operations, affairs, assets or condition, financial or otherwise, or prospects of such Borrower and its subsidiaries on a consolidated basis, or the ability of such Borrower to perform its obligations hereunder. Such Borrower is not an employer under any Multiple-Employer Plan. (m) Such Borrower and, in the case of the Parent, each other Borrower carries insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Borrower and, in the case of the Parent, each other Borrower operates. (n) No Environmental Event has occurred and is continuing except for such Environmental Events as have been disclosed to the Banks and XX Xxxxx in writing, and as do not, in the reasonable opinion of such Borrower, materially adversely affect the assets, liabilities, financial condition, business, operations or prospects of such Borrower. (o) Such Borrower and each of its Subsidiaries has filed all tax returns (Federal, state and local) required to be filed and paid taxes shown thereon to be due, including interest and penalties, or, to the extent such Borrower or such Subsidiary is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves in accordance with generally accepted accounting principles for payment thereof. (p) The information (other than any financial projections) furnished by or on behalf of such Borrower to the Administrative Agent or any Bank or LC Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto is and will, when taken as a whole, be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made. The financial projections, if any, that have been or will be prepared by such Borrower and made available to the Administrative Agent or any Bank or LC Bank have been or will be prepared in good faith based upon assumptions that management of the Borrowers believes in good faith to be reasonable (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, and that no assurance can be given that the projections will be realized).

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows: (a) Loan Parties - Due Organization Each Borrower and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) each of its Material Subsidiaries (i) is a limited liability company, corporation or partnership, as the case may be, duly organized, validly formed or organized and existing and in good standing under the laws of the jurisdiction of its incorporationformation or organization, as the case may be, (ii) is duly registered or qualified and in good standing to do business as a foreign limited liability company, corporation or partnership, as the case may be, in each other jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it such registration or qualification and (iii) holds all requisite governmental licenses, permits and other approvals to so qualify or be licensedown and hold under lease its property and to conduct its business substantially as conducted by it, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental hold such licenses, permits and other approvals) to own , singly or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formedaggregate, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (d) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would could not reasonably be expected to have a Material Adverse Effect. (b) The execution, no delivery and performance by each Borrower of each Loan Document to which it is party are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower’s certificate of incorporation or by-laws; (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Borrower; or (iii) result in, or require the creation or imposition of, any Lien on any of such Borrower’s properties. (c) No authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Person is required for (i) the due execution, delivery, recordation, filing delivery or performance by any Loan Party each Borrower of any Loan Document or any Related to which such Borrower is a party. Neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (d) Each Loan Document to which each Borrower is a party constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms. (e) The audited Consolidated balance sheets of Ambac Financial, Ambac Assurance and their Subsidiaries as at December 31, 2006, and the related audited Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the fiscal year ended on such date and the Consolidated balance sheet of Ambac Financial, Ambac Assurance and their Subsidiaries as at March 31, 2007, and the related Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the three months then ended, heretofore furnished to the Administrative Agent, have been prepared in accordance with GAAP consistently applied and fairly present, subject, in the case of such balance sheet as at March 31, 2007, and such statements of operations and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of Ambac Financial, Ambac Assurance and their Subsidiaries as at the respective dates thereof and the results of their operations for the respective periods then ended. Since December 31, 2006, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of each Borrower, threatened litigation, action, proceedings, investigation or labor controversy affecting such Borrower or any Material Subsidiary or any of its respective properties, businesses, assets or revenues which may reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of any Loan Document. (g) Each of the Borrowers and its Material Subsidiaries has filed all tax returns and reports required by law to have been filed by it is or is and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP (or statutory accounting principles, as appropriate) shall have been set aside on its books and except where the failure to file said returns or reports or to pay such taxes or charges could not reasonably be expected to have a party and Material Adverse Effect. (iih) During the consummation twelve-consecutive-month period prior to the date of the transactions contemplated execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, except as disclosed in Schedule 4.01(h), no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by either Borrower or any member of the Loan Documents Controlled Group of any material liability, fine or penalty other than a non-defaulted obligation to make a contribution under Section 302 of ERISA. Except as disclosed in Schedule 4.01(h), neither Borrower nor any member of the Controlled Group have any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. (i) After applying the proceeds of each Advance, not more than 25% of the value of the assets of either Borrower that are subject to Section 5.02 are margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). (j) The Debt of each Borrower under this Agreement and, to the extent applicable, the Notes issued by such Borrower, will rank at least pari passu in priority of payment with all other unsecured and unsubordinated Debt of such Borrower. (k) Each Borrower is and, after giving effect to each Advance and to the Related Documentsuse of proceeds thereof, will be Solvent.

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows, with respect to itself only, as of the Effective Date and as of the Closing Date: (a) Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) Such Borrower is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) where it is organized and is duly qualified to do business, and is in good standing as a foreign corporation standing, in each other every jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it to be so qualify or be licensed, qualified; (ii) except where the failure to be so qualified or procure the same will not materially affect the conduct of its business, such Borrower has validly procured and now possesses all franchises, rights, licenses and permits and other similar authorizations which are required for its present operations by each jurisdiction in good standing has not had or would not reasonably be likely to have a Material Adverse Effect which it is carrying on any material portion of its business; and (iii) has such Borrower is in compliance in all requisite corporate power material respects with all applicable laws, rules, regulations and authority orders (includingsuch compliance to include, without limitation, compliance with ERISA, all material Environmental Laws and payment of all taxes, assessments and governmental licensescharges imposed upon it or upon its property, permits and other approvals) except to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issuedextent contested in good faith), is fully paid and non-assessable and is owned by compliance with which would materially adversely affect the Investor Group business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower or in any way affect the amounts specified on Schedule 4.01(a) free and clear ability of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) such Borrower to perform its obligations under this Agreement or any other Loan Document to which such Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedparty. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance by such Borrower of each Loan Document to which such Borrower is a party and each Related Document all other instruments and documents to be delivered hereunder, and the transactions contemplated hereby and thereby, (i) are within such Borrower’s corporate powers and have been duly authorized by all necessary corporatecorporate action, limited liability company or partnership (as applicableii) action on the part of each Loan Party that is a party thereto, and do not contravene (ix) contravene such Loan Party's charter or Borrower’s certificate of incorporation, bylaws, partnership agreement certificate of formation or limited liability company agreement, as the case may be, or any of its other constitutive documentsapplicable, (iiy) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970)law, rule, regulation (includingregulation, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination order or award judgment applicable to such Borrower or to its Subsidiaries, (iii) result in the breach ofBorrower, or constitute a default under, (z) any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, contractual restriction binding on or affecting any Loan Partysuch Borrower, any of its Subsidiaries or any of their properties or and (iviii) except for the Liens created under the Loan Documents, do not result in or require the creation or imposition of any Lien Lien, security interest or other charge or encumbrance upon or with respect to any of the properties of any Loan Party or any of its Subsidiariesproperties, except pursuant to this Agreement. (dc) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse EffectAs of the Closing Date, no authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Borrower of each Loan Document to which such Borrower is a party or any other third document or instrument to be delivered by such Borrower hereunder. (d) This Agreement and any other Loan Document to which such Borrower is a party is required are, and any promissory note when delivered pursuant to Section 2.01(b) will be, the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies. (e) With respect to the Parent, the consolidated balance sheet (including the notes thereto) of the Parent and its Subsidiaries as at December 31, 2013 and the related consolidated statements of income and retained earnings of the Parent and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to each Bank, fairly present in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. (f) Since December 31, 2013, there has been no event, change, effect, development, occurrence or condition that individually or in the aggregate has a material adverse effect on (i) the due executionbusiness, deliveryfinancial condition or results of operations of the Borrowers and their Subsidiaries, recordationtaken as a whole, filing or performance by any Loan Party of any Loan Document or any Related Document to which it is or is to be a party and (ii) the consummation ability of the transactions contemplated by Borrowers to perform their payment obligations under the Loan Documents or (iii) the legality, validity or enforceability of the Loan Documents or the rights and remedies of the Administrative Agent and the Related Banks, taken as a whole, under the Loan Documents. (g) There has not been any failure by such Borrower to file at or prior to the time required any report or other filing with any regulatory or other governmental authority having jurisdiction over it, which failure would materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole. (h) Except as described in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (including the notes in the financial statements included therein), there are neither (i) any actions, suits or proceedings pending or, to the knowledge of such Borrower, threatened against or affecting such Borrower or any of its Subsidiaries or the property of such Borrower or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any governmental body, nor (ii) any developments or determinations in any such suits or proceedings, which actions, suits, proceedings, developments or determinations that would, in each case, materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole, or that would, in each case, materially adversely affect the ability of such Borrower to perform its obligations under any Loan Document to which such Borrower is a party. Such Borrower is not in default with respect to any order of any court, arbitrator or governmental body, except for defaults with respect to orders of governmental agencies, which defaults are not material to the business or operations of such Borrower or, in the case of the Parent, such other Borrower. (i) Schedule 4.01(i) hereto is a complete list of all agreements, contracts, arrangements and other obligations imposing restrictions on the ability of WGP to make or declare any dividends or distributions to its shareholders. (j) No proceeds of any Loan will be used by such Borrower to acquire any security in any transaction that is subject to Sections 13 and 14 of the Securities Exchange Act of 1934. (k) Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (l) Such Borrower is not an “investment company” as defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940. (m) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably could be expected to materially adversely affect the business, operations, affairs, assets or condition, financial or otherwise, or prospects of such Borrower and its subsidiaries on a consolidated basis, or the ability of such Borrower to perform its obligations hereunder. Such Borrower is not an employer under any Multiple-Employer Plan. (n) Such Borrower carries insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Borrower operates. (o) No Environmental Event has occurred and is continuing except for such Environmental Events as have been disclosed to the Banks in writing, and as do not, in the reasonable opinion of such Borrower, materially adversely affect the assets, liabilities, financial condition, business, operations or prospects of such Borrower. (p) Such Borrower and each of its Subsidiaries has filed all tax returns (Federal, state and local) required to be filed and paid taxes shown thereon to be due, including interest and penalties, or, to the extent such Borrower or such Subsidiary is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves in accordance with generally accepted accounting principles for payment thereof. (i) Neither such Borrower nor any of its Subsidiaries, nor any of the directors, officers, or employees of such Borrower or any of its Subsidiaries, nor, to such Borrower’s or any of its Subsidiaries’ knowledge, any of the agents, affiliates or representatives of such Borrower or any of its Subsidiaries, is a Person that is, or is owned or controlled by, a Person that is, (A) the subject of any Sanctions or (B) is located, organized or resident in a country or territory (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria) that is the subject of Sanctions. (ii) No part of the proceeds of a Loan will be used, directly or indirectly, or loaned, contributed or otherwise made available to any of the Borrower’s Subsidiaries, joint venture partners or any other Person (A) to fund or facilitate activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or (B) in any other manner that will result in a violation of Sanctions by any Person. (iii) (A) Neither such Borrower nor any of its Subsidiaries or Affiliates, nor, to such Borrower’s or any of its Subsidiaries’ knowledge, any of the directors, officers, employees, agents, affiliates or representatives of such Borrower or any of its Subsidiaries or Affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a Governmental Authority or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage and (B) such Borrower and each of its Subsidiaries and each of their respective Affiliates have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties in this clause (iii). (iv) The operations of such Borrower and its Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by the Patriot Act, and the applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving such Borrower or any of its Subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the knowledge of such Borrower or its Subsidiaries, threatened. (r) Such Borrower and its Subsidiaries are, as of the Closing Date upon giving effect to the Acquisition and the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (s) The information (other than any financial projections) furnished by or on behalf of such Borrower to the Administrative Agent or any Bank or in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto is and will, when taken as a whole, be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made. The financial projections, if any, that have been or will be prepared by such Borrower and made available to the Administrative Agent or any Bank have been or will be prepared in good faith based upon assumptions that management of the Borrowers believes in good faith to be reasonable (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, and that no assurance can be given that the projections will be realized).

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows: (a) Loan Parties - Due Organization Each Borrower and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) each of its Material Subsidiaries (i) is a limited liability company, corporation or partnership, as the case may be, duly organized, validly formed or organized and existing and in good standing under the laws of the jurisdiction of its incorporationformation or organization, as the case may be, (ii) is duly registered or qualified and in good standing to do business as a foreign limited liability company, corporation or partnership, as the case may be, in each other jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it such registration or qualification and (iii) holds all requisite governmental licenses, permits and other approvals to so qualify or be licensedown and hold under lease its property and to conduct its business substantially as conducted by it, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental hold such licenses, permits and other approvals) to own , singly or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formedaggregate, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (d) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would could not reasonably be expected to have a Material Adverse Effect. (b) The execution, no delivery and performance by each Borrower of each Loan Document to which it is party are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower’s certificate of incorporation or by-laws; (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Borrower; or (iii) result in, or require the creation or imposition of, any Lien on any of such Borrower’s properties. (c) No authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Person is required for (i) the due execution, delivery, recordation, filing delivery or performance by any Loan Party each Borrower of any Loan Document or any Related to which such Borrower is a party. Neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (d) Each Loan Document to which each Borrower is a party constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms. (e) The audited Consolidated balance sheets of Ambac Financial, Ambac Assurance and their Subsidiaries as at December 31, 2004, and the related audited Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the fiscal year ended on such date and the Consolidated balance sheet of Ambac Financial, Ambac Assurance and their Subsidiaries as at March 31, 2005, and the related Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the three months then ended, heretofore furnished to the Administrative Agent, have been prepared in accordance with GAAP consistently applied and fairly present, subject, in the case of such balance sheet as at March 31, 2005, and such statements of operations and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of Ambac Financial, Ambac Assurance and their Subsidiaries as at the respective dates thereof and the results of their operations for the respective periods then ended. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of each Borrower, threatened litigation, action, proceedings, investigation or labor controversy affecting such Borrower or any Material Subsidiary or any of its respective properties, businesses, assets or revenues which may reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of any Loan Document. (g) Each of the Borrowers and its Material Subsidiaries has filed all tax returns and reports required by law to have been filed by it is or is and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP (or statutory accounting principles, as appropriate) shall have been set aside on its books and except where the failure to file said returns or reports or to pay such taxes or charges could not reasonably be expected to have a party and Material Adverse Effect. (iih) During the consummation twelve-consecutive-month period prior to the date of the transactions contemplated execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, except as disclosed in Schedule 4.01(h), no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by either Borrower or any member of the Loan Documents Controlled Group of any material liability, fine or penalty other than a non-defaulted obligation to make a contribution under Section 302 of ERISA. Except as disclosed in Schedule 4.01(h), neither Borrower nor any member of the Controlled Group have any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. (i) After applying the proceeds of each Advance, not more than 25% of the value of the assets of either Borrower that are subject to Section 5.02 are margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). (j) The Debt of each Borrower under this Agreement and, to the extent applicable, the Notes issued by such Borrower, will rank at least pari passu in priority of payment with all other unsecured and unsubordinated Debt of such Borrower. (k) Each Borrower is and, after giving effect to each Advance and to the Related Documentsuse of proceeds thereof, will be Solvent.

Representations and Warranties of each Borrower. Each Borrower represents and warrants as followsfollows with respect to itself only on the date hereof, and at such other times as specified herein: (a) Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) Such Borrower is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) where it is organized and is duly qualified to do business, and is in good standing as a foreign corporation standing, in each other every jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it to be so qualify or be licensed, except qualified. Except where the failure to be so qualified or procure the same will not materially affect the conduct of its business, such Borrower has validly procured and now possesses all franchises, rights, licenses and permits and other similar authorizations which are required for its present operations by each jurisdiction in good standing has not had or would not reasonably be likely which it is carrying on any material portion of its business. Such Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders (such compliance to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (includinginclude, without limitation, compliance with ERISA, all material Environmental Laws and payment of all taxes, assessments and governmental licensescharges imposed upon it or upon its property, permits and other approvals) except to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issuedextent contested in good faith), is fully paid and non-assessable and is owned by compliance with which would materially adversely affect the Investor Group business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower or in any way affect the amounts specified on Schedule 4.01(a) free and clear ability of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) such Borrower to perform its obligations under this Agreement or any other Loan Document to which such Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedparty. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance by such Borrower of each Loan Document to which such Borrower is a party and each Related Document all other instruments and documents to be delivered hereunder, and the transactions contemplated hereby and thereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporatecorporate action, limited liability company do not contravene (i) such Borrower’s certificate of incorporation or partnership bylaws or (as applicableii) action any law, rule, regulation, order or judgment applicable to, or any contractual restriction binding on the part of each Loan Party that is a party theretoor affecting, such Borrower, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien Lien, security interest or other charge or encumbrance upon or with respect to any of the properties of any Loan Party or any of its Subsidiariesproperties, except pursuant to this Agreement. (dc) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse Effect, no No authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or delivery and performance by any such Borrower of each Loan Party of any Loan Document or any Related Document to which it such Borrower is a party or is any other document or instrument to be delivered by such Borrower hereunder. (d) This Agreement and any other Loan Document to which such Borrower is a party are, and any promissory note when delivered pursuant to Section 2.01(b) will be, the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the consummation availability of equitable remedies. (i) With respect to the Parent, the consolidated balance sheet (including the notes thereto) of the transactions contemplated Parent and its Subsidiaries as at December 31, 2010 and the related consolidated statements of income and retained earnings of the Parent and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at September 30, 2011, and the related consolidated statements of income of the Parent and its Subsidiaries for the fiscal quarter then ended, certified by the Loan Documents chief financial officer of the Parent, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2011, to normal year-end adjustments) the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the Related Documentsconsolidated results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as described in said September 30, 2011 financial statements, since December 31, 2010 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, or prospects of the Parent and its Subsidiaries on a consolidated basis. (ii) With respect to UI, the consolidated balance sheet (including the notes thereto) of UI and its Subsidiaries as at December 31, 2010 and the related statements of income and retained earnings of UI and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of UI and its Subsidiaries as at September 30, 2011, and the related unaudited consolidated statements of income of UI and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2011, to normal year-end adjustments) the financial condition of UI as at such dates and the results of the operations of UI for the periods ended on such dates, all in accordance with GAAP. Except as described in said September 30, 2011 financial statements, since December 31, 2010 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, of UI and its Subsidiaries on a consolidated basis. (iii) With respect to each of Southern Connecticut, Connecticut Gas and Berkshire Gas, the consolidated balance sheet (including the notes thereto) of such Borrower and its Subsidiaries as at December 31, 2010 and the related statements of income and retained earnings of such Borrower and its Subsidiaries for the fiscal year then ended, audited by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries as at September 30, 2011, and the related unaudited consolidated statements of income of such Borrower and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Bank and LC Bank, fairly present (subject, in the case of such balance sheet and statements of income for the fiscal quarter ended September 30, 2011, to normal year-end adjustments) the financial condition of such Borrower as at such dates and the results of the operations of such Borrower for the periods ended on such dates, all in accordance with GAAP. Except as described in said September 30, 2011 financial statements, since December 31, 2010 there has been no material adverse change in the business, operations, affairs, assets, condition, financial or otherwise, of such Borrower and its Subsidiaries on a consolidated basis. (f) There has not been any failure by such Borrower or, in the case of the Parent, UI or any other Borrower to file at or prior to the time required any report or other filing with any regulatory or other governmental authority having jurisdiction over it, which failure would materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole. (g) Except as described in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 or in the Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (including in each case, the notes in the financial statements included therein), there are neither (i) any actions, suits or proceedings pending or, to the knowledge of such Borrower, threatened against or affecting such Borrower or any of its Subsidiaries or the property of such Borrower or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any governmental body, nor (ii) any developments or determinations in any such suits or proceedings, which actions, suits, proceedings, developments or determinations may materially adversely affect the business, operations, affairs, assets, condition, financial or otherwise, or prospects of such Borrower and its Subsidiaries, taken as a whole, or that may materially adversely affect the ability of such Borrower to perform its obligations under any Loan Document to which such Borrower is a party. Neither such Borrower nor, in the case of the Parent, any other Borrower is in default with respect to any order of any court, arbitrator or governmental body, except for defaults with respect to orders of governmental agencies, which defaults are not material to the business or operations of such Borrower or, in the case of the Parent, such other Borrower. (h) Schedule 4.01(h) hereto is a complete list of all agreements, contracts, arrangements and other obligations imposing restrictions on the ability of any Borrower (other than Parent), to make or declare any dividends or distributions to its shareholders. (i) No proceeds of any Advance will be used by such Borrower to acquire any security in any transaction that is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, other than, in the case of the Parent, the repurchase of stock of the Parent. (j) Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (k) Such Borrower is not an “investment company” as defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940. (l) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which reasonably could be expected to materially adversely affect the business, operations, affairs, assets or condition, financial or otherwise, or prospects of such Borrower and its subsidiaries on a consolidated basis, or the ability of such Borrower to perform its obligations hereunder. Such Borrower is not an employer under any Multiple-Employer Plan. (m) Such Borrower and, in the case of the Parent, each other Borrower carries insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Borrower and, in the case of the Parent, each other Borrower operates. (n) No Environmental Event has occurred and is continuing except for such Environmental Events as have been disclosed to the Banks and XX Xxxxx in writing, and as do not, in the reasonable opinion of such Borrower, materially adversely affect the assets, liabilities, financial condition, business, operations or prospects of such Borrower. (o) Such Borrower and each of its Subsidiaries has filed all tax returns (Federal, state and local) required to be filed and paid taxes shown thereon to be due, including interest and penalties, or, to the extent such Borrower or such Subsidiary is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves in accordance with generally accepted accounting principles for payment thereof. (p) The information (other than any financial projections) furnished by or on behalf of such Borrower to the Administrative Agent or any Bank or LC Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto is and will, when taken as a whole, be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made. The financial projections, if any, that have been or will be prepared by such Borrower and made available to the Administrative Agent or any Bank or LC Bank have been or will be prepared in good faith based upon assumptions that management of the Borrowers believes in good faith to be reasonable (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, and that no assurance can be given that the projections will be realized).

Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows: (a) Loan Parties - Due Organization Each Borrower and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) its Material Subsidiaries (i) is a limited liability company, corporation or partnership, as the case may be, duly organized, validly formed or organized and existing and in good standing under the laws of the jurisdiction of its incorporationformation or organization, as the case may be, (ii) is duly registered or qualified and in good standing to do business as a foreign limited liability company, corporation or partnership, as the case may be, in each other jurisdiction in which it owns or leases property or in which where the conduct nature of its business requires it such registration or qualification and (iii) holds all requisite governmental licenses, permits and other approvals to so qualify or be licensedown and hold under lease its property and to conduct its business substantially as conducted by it, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental hold such licenses, permits and other approvals) to own , singly or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formedaggregate, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Columbia GP (i) is a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite partnership power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING; CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS. Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC. The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party's charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (d) GOVERNMENTAL AND THIRD PARTY APPROVALS. Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would could not reasonably be expected to have a Material Adverse Effect. (b) The execution, no delivery and performance by each Borrower of each Loan Document to which it is party are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower’s certificate of incorporation or by-laws; (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Borrower; or (iii) result in, or require the creation or imposition of, any Lien on any of such Borrower’s properties. (c) No authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Person is required for (i) the due execution, delivery, recordation, filing delivery or performance by any Loan Party each Borrower of any Loan Document or any Related to which such Borrower is a party. Neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (d) Each Loan Document to which each Borrower is a party constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms. (e) The Consolidated balance sheets of Ambac Financial, Ambac Assurance and their Subsidiaries as at December 31, 2003, and the related Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the fiscal year ended on such date and the Consolidated balance sheet of Ambac Financial, Ambac Assurance and their Subsidiaries as at March 31, 2004, and the related Consolidated statements of operations and cash flows of Ambac Financial, Ambac Assurance and their Subsidiaries for the three months then ended, heretofore furnished to the Administrative Agent, have been prepared in accordance with GAAP consistently applied and fairly present, subject, in the case of such balance sheet as at March 31, 2004, and such statements of operations and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of Ambac Financial, Ambac Assurance and their Subsidiaries as at the respective dates thereof and the results of their operations for the respective periods then ended. Since December 31, 2003, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of each Borrower, threatened litigation, action, proceedings, investigation or labor controversy affecting such Borrower or any Material Subsidiary or any of its respective properties, businesses, assets or revenues which may reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of any Loan Document. (g) Each of the Borrowers and its Material Subsidiaries has filed all tax returns and reports required by law to have been filed by it is or is and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP (or statutory accounting principles, as appropriate) shall have been set aside on its books and except where the failure to file said returns or reports or to pay such taxes or charges could not reasonably be expected to have a party and Material Adverse Effect. (iih) During the consummation twelve-consecutive-month period prior to the date of the transactions contemplated execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, except as disclosed in Schedule 4.01(h), no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by either Borrower or any member of the Controlled Group of any material liability, fine or penalty other than a non-defaulted obligation to make a contribution under Section 302 of ERISA. Except as disclosed in Schedule 4.01(h), neither Borrower nor any member of the Controlled Group have any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. (i) After applying the proceeds of each Advance, and on the Term Loan Documents Conversion Date, not more than 25% of the value of the assets of either Borrower that are subject to Section 5.02 are margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). (j) The Debt of the Borrowers under this Agreement and, to the extent applicable, the Notes issued by such Borrower, will rank at least pari passu in priority of payment with all other unsecured and unsubordinated Debt of such Borrower. (k) Each Borrower is and, after giving effect to each Advance and to the Related Documentsuse of proceeds thereof, will be Solvent.